UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuantto Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2024
LandBridge Company LLC
(Exact name of registrant as specified in its charter)
Delaware 001-42150 93-3636146
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5555 San Felipe Street, Suite 1200
Houston, Texas 77056
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713)
230-8864
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation ofthe
registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934:
Title of each class Trading Name of each exchange
Symbol(s) on which registered
Class A shares representing limited liability company interests LB New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of1933 ((s)230.405 of this chapter)
or Rule
12b-2
of the Securities Exchange Act of 1934
((s)240.12b-2
of this chapter).
Emerging growth company
If an emerging growthcompany, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers;Compensatory Arrangements of Certain Officers.
LandBridge Company LLC Long Term Incentive Plan Awards and Transaction Bonuses
In connection with the initial public offering of its Class A shares
representing limited liability company interests (suchshares, the "Class A
shares" and such offering, the "Offering"), LandBridge Company LLC (the
"Company") adopted the LandBridge Company LLC Long Term Incentive Plan (the
"LTIP"). On July 15, 2024, theCompany's board of directors (the "Board")
approved (a) the form of LandBridge Company LLC Restricted Share Unit Award
Agreement (the "RSU Agreement") and (b) grants of equity-based compensation
awards to certainemployees pursuant to the LTIP, with such grants to be
effective July 15, 2024. The Board also approved certain
one-time
cash compensation bonuses in connection with certain employee's effortsregarding
the consummation of the Offering, which were paid on July 11, 2024.
RSU Agreements
Under each RSU Agreement, the participant received a number of restricted
share units ("RSUs"), which vest and become exercisable inthree (3) equal
installments starting on July 1, 2025, so long as the participant remains
continuously employed by or providing services to the Company or an affiliate,
as applicable, through each such vesting date. To the extent vested,each RSU
represents the right to receive one Class A share. If the participant's
employment with the Company is terminated prior to the vesting of all of the
RSUs, any unvested RSUs will generally terminate automatically and be
forfeitedwithout further notice and at no cost to the Company, except in
certain termination scenarios described below. Each RSU is granted with the
right to receive dividend equivalent payments during the term of the award.
The RSUs will immediately become fully vested upon a Change in Control (as
defined in the LTIP) or upon a termination of the participantwithout "Cause,"
or the participant's termination for "Good Reason" (each as defined in the
participant's employment, consulting or severance agreement in effect at the
time of the participant's termination ofemployment or, in the absence of such
an agreement or definition as defined in the RSU Agreement). Upon a
termination of employment due to death or Disability (as defined in the RSU
Agreement), a pro-rata portion of the RSUs (as determined inaccordance with
the formula within each RSU Agreement) shall immediately become vested.
The named executive officers ("NEOs")that received an RSU grant on July 15,
2024 are identified below, along with the number of Class A shares that are
subject to their RSU grant.
2024 NEO RSU Recipients
RSU Recipient Number of Class A Shares Subject to RSU
Jason Long (Chief Executive Officer and Director) 254,827
Scott L. McNeely (Chief Financial Officer) 92,914
Harrison Bolling (Executive Vice President, General Counsel) 74,390
Jason Williams (Executive Vice President, Chief Administrative Officer) 74,390
The foregoing description of the form of the RSU Agreement for grants of RSU
awards pursuant to the LTIP isqualified in its entirety by reference to the
RSU Agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
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Transaction Bonuses
In connection with the consummation of the Offering, certain employees of the
Company, including the NEOs, were eligible to receive a
one-time
bonus in recognition of their efforts. On July 11, 2024, Mr. Long received
$1,000,000, Mr. McNeely received $850,000 and each of Messrs. Bolling and
Williams received $800,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
Number
10.1 Form of Restricted Share Unit Award Agreement.
Compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersignedhereunto duly authorized.
LANDBRIDGE COMPANY LLC
By: /s/ Scott L. McNeely
Name: Scott L. McNeely
Title: Chief Financial Officer
Date: July 16, 2024
Exhibit 10.1
LANDBRIDGE COMPANY LLC
LONG TERM INCENTIVE PLAN
Restricted Share Unit Grant Notice
Pursuant to the terms and conditions of the LandBridge Company LLC Long Term
Incentive Plan effective as of June 16, 2024 (the"
Plan
"), LandBridge Company LLC, a Delaware limited liability company ("
LandBridge
"), hereby grants to the individual listed below ("
you
" or"
Participant
") the number of Restricted Share Units (the "
RSUs
") set forth below. This award of RSUs (this "
Award
") is subject to the terms and conditions set forth hereinand in the
Restricted Share Unit Agreement attached hereto as
Exhibit A
(the "
Agreement
") and the Plan, each of which is incorporated herein by reference.
Capitalized terms used but not defined herein shall havethe meanings set forth
in the Plan or the Agreement, as applicable.
Participant:
Effective Date:
Total Number of Restricted Share Units:
Vesting Schedule: Subject to
Section 3
of the Agreement, the Plan and the other terms and conditions set forth herein,
the RSUs shall vest and become exercisable in three equal installments starting
on the [first anniversary] of theEffective Date listed above, so long as you
remain continuously employed by or providing services to LandBridge or an
Affiliate, as applicable, from the Effective Date through each such vesting date
(unless accelerated in accordance with the termsof the Agreement). Upon vesting,
Shares will be issued with respect to the RSUs as set forth in Section 5 of the
Agreement (which Shares when issued will be transferable and nonforfeitable).
By your signature below, you agree to be bound by the terms and conditions of
the Plan, the Agreement and thisRestricted Share Unit Grant Notice (this "
Grant Notice
"). You acknowledge that you have reviewed the Agreement, the Plan and this
Grant Notice in their entirety and fully understand all provisions of the
Agreement, the Planand this Grant Notice. You hereby agree to accept as
binding, conclusive and final all decisions or interpretations of the
Committee regarding any questions or determinations that arise under the
Agreement, the Plan or this Grant Notice. This GrantNotice may be executed in
one or more counterparts (including portable document format (.pdf)
counterparts), each of which shall be deemed to be an original, but all of
which together shall constitute one and the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF
, LandBridge has caused this Grant Notice to be executed by anofficer
thereunto duly authorized, and Participant has executed this Grant Notice,
effective for all purposes as provided above.
LANDBRIDGE COMPANY LLC
By:
Name: []
Title: []
PARTICIPANT
Name: []
S
IGNATURE
P
AGE
TO
R
ESTRICTED
S
HARE
U
NIT
G
RANT
N
OTICE
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EXHIBIT A
RESTRICTED SHARE UNIT AGREEMENT
This Restricted Share Unit Agreement (together with the Grant Notice to which
this Agreement is attached,this "
Agreement
") is made as of the Effective Date set forth in the Grant Notice to which
this Agreement is attached by and between LandBridge Company LLC, a Delaware
limited liability company("
LandBridge
"), and [] ( "
Participant
"). Capitalized terms used but not specifically defined herein shall have the
meanings specified in the Plan or the Grant Notice, as applicable.
1.
Definitions
. For purposes of this Agreement, the following terms shall have the meanings
specified below.
(a)"
Cause
" means "cause" (or a term of like import) as defined in Participant's
employment,consulting, incentive unit award or severance agreement with
LandBridge or an Affiliate in effect at the time of Participant's termination
of employment or, in the absence of such an agreement or definition, shall
mean:(i) Participant's conviction of a felony or other crime involving moral
turpitude or such Participant's commission of any other act or omission
involving misappropriation, fraud or breach of fiduciary duty,(ii)
Participant's willful misconduct with respect to LandBridge or any of its
Affiliates or in the performance of Participant's duties hereunder or under
any other agreement, (iii) Participant's gross negligence withrespect to
LandBridge or any of its Affiliates or in the performance of Participant's
duties hereunder or under any other agreement which negligence is either (A)
(1) material in nature and (2) repeated or continuing or (B) has amaterial
effect on LandBridge or any of its Affiliates, provided that, solely to the
extent such acts are capable of being cured, Participant shall have fifteen
(15) days from the delivery of written notice by LandBridge or its
applicableAffiliate within which to cure any acts constituting Cause under
this clause (iii), or (iv) Participant (directly or indirectly through
Participant's owned and controlled entities) materially breaches any material
operating or governingagreement of LandBridge or any of its Affiliates to
which Participant or the applicable entity is a party.
(b)"
Disability
" means with respect to any Participant, a condition such that Participant by
reason of physicalor mental disability becomes unable to perform his or her
normal duties for more than 90 days in the aggregate (excluding infrequent or
temporary absence due to ordinary transitory illness) during any consecutive
180-day
period and such physical or mental incapacity is confirmed by a competent
physician selected by LandBridge or any of its Affiliates.
(c)"
Good Reason
" means "good reason" (or a term of like import) as defined in Participant'sempl
oyment, consulting or severance agreement with LandBridge or an Affiliate in
effect at the time of Participant's termination of employment or, in the
absence of such an agreement or definition, shall mean the occurrence of any
of thefollowing without Participant's consent: (i) a material adverse change
in Participant's position, duties or responsibilities (including reporting
responsibilities) other than for performance reasons; (ii) a material
reduction inParticipant's base salary other than for performance reasons; or
(iii) any relocation of Participant's principal place of employment by more
than 50 miles from the location of Participant's principal place of employment
as of theEffective Date. LandBridge and Participant agree that "Good Reason"
shall not exist unless and until Participant provides LandBridge with written
notice of the acts alleged to constitute Good Reason within 60 days of
Participant'sknowledge of the occurrence of such event, and LandBridge or its
Affiliate fails to cure such acts within 30 days of receipt of such notice, if
curable. Participant must terminate employment within 30 days following the
expiration of such cureperiod for the termination to be on account of Good
Reason or Participant will be deemed to waive his or her right to resign for
Good Reason.
Exhibit A-1
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(d)"
Qualifying Termination
" means a termination ofParticipant's employment with LandBridge or an
Affiliate by LandBridge or an Affiliate: (i) without Cause or (ii) by
Participant for Good Reason.
2.
Award
. In consideration of Participant's past or continued employment or service
relationship with LandBridge orits Affiliates and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
effective as of the Effective Date, LandBridge hereby grants to Participant
the number of RSUs set forth in the Grant Noticeon the terms and conditions
set forth in the Grant Notice, this Agreement and the Plan, which is
incorporated herein by reference as a part of this Agreement. In the event of
any inconsistency between the Plan and this Agreement, the terms of thePlan
shall control. To the extent vested, each RSU represents the right to receive
one Share, subject to the terms and conditions set forth in the Grant Notice,
this Agreement and the Plan. Unless and until the RSUs have become vested in
the mannerset forth in the Grant Notice, Participant will have no right to
receive any Shares or other payments in respect of the RSUs. Prior to
settlement of this Award, the RSUs and this Award represent an unsecured
obligation of LandBridge, payable onlyfrom the general assets of LandBridge.
3.
Vesting of RSUs
.
(a)Except as otherwise set forth in
Section
3(b), 3(c) or 3(d)
, the RSUs shall vest in accordance with thevesting schedule set forth in the
Grant Notice. Upon a termination of Participant's employment or service
relationship with LandBridge or an Affiliate prior to the vesting of all of
the RSUs (but after giving effect to any accelerated vestingpursuant to
Section
3(b), 3(c) or 3(d)
), any unvested RSUs (and all rights arising from such RSUs and from being a
holder thereof) will terminate automatically without any further action by
LandBridge and will be forfeitedwithout further notice and at no cost to
LandBridge.
(b)Notwithstanding anything in the Grant Notice, this Agreement or the Planto
the contrary, the RSUs shall immediately become fully vested upon a
termination of Participant's employment or service relationship with
LandBridge or an Affiliate due to (i) a Qualifying Termination or (ii) a
Change in Control.
(c)Notwithstanding anything in the Grant Notice, this Agreement or the Plan to
the contrary, if Participant's employment orservice relationship with
LandBridge or an Affiliate is terminated as a result of Participant's death or
Disability, then upon such termination, the greater of (i) all unvested RSUs
that would have vested within the next year following thetermination of
Participant's employment or service relationship, or (ii) the minimum number
of unvested RSUs that, if vested, would cause 50% of the total number of RSUs
set forth in the Grant Notice to become vested, shall immediatelybecome fully
vested.
(d)Notwithstanding any provision herein to the contrary, in the event of any
inconsistency between this
Section
3
and any employment agreement entered into by and between you and LandBridge or
its Affiliates, the terms of this Agreement shall control.
4.
Dividend Equivalent Rights (
"
DERs
"
)
. In the eventLandBridge declares and pays a dividend in respect of its Shares
and, on the record date for such dividend, Participant holds RSUs granted
pursuant to this Agreement that have not been settled in accordance with
Section 5 hereof (or forfeited)and Participant remains continuously employed
by or providing services to LandBridge or an Affiliate from the Effective Date
until such record date, within 60 days following payment of such cash dividend
to shareholders generally, the Company shallpay to Participant an amount equal
to the cash dividends Participant would have received if Participant was the
holder of record, as of such record date, of the number of Shares related to
the portion of the RSUs that have not been settled orforfeited as of such
record date.
A-2
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5.
Settlement of RSUs
. As soon as administratively practicable followingthe vesting of RSUs
pursuant to
Section
3
, but in no event later than sixty (60) days after such vesting date,
LandBridge shall deliver to Participant a number of Shares equal to the number
of such newly-vested RSUssubject to this Award as of such vesting date. All
Shares issued hereunder shall be delivered either by delivering one or more
certificates for such shares to Participant or by entering such shares in
book-entry form, as determined by the Committeein its sole discretion. The
value of Shares shall not bear any interest owing to the passage of time.
Neither this
Section
5
nor any action taken pursuant to or in accordance with this Agreement shall be
construed to createa trust or a funded or secured obligation of any kind.
6.
Tax Withholding
. To the extent that the receipt, vesting orsettlement of this Award results
in compensation income or wages to Participant for federal, state, local or
foreign tax purposes, then (a) for any Participant that is subject to Section
16(b) of the Exchange Act, with respect to anyportion of the Award that is
required to be settled in the form of Shares pursuant to Section 5 above,
LandBridge shall withhold from the Shares to be issued the number of Shares
necessary to satisfy the applicable tax obligation for thatportion of the
Award (including DERs), unless the Committee takes action to provide for a
different withholding method prior to the date of the event giving rise to the
tax withholding obligation, and (b) for any Participant that is not subjectto
Section 16(b) of the Exchange Act, Participant shall make arrangements
satisfactory to LandBridge for the satisfaction of obligations for the payment
of withholding taxes and other tax obligations relating to this Award, which
arrangementsinclude the delivery of cash or cash equivalents, Shares
(including previously owned Shares, net settlement, a broker-assisted sale, or
other cashless withholding or reduction of the amount of cash or Shares
otherwise issuable or delivered pursuantto this Award), other property, or any
other legal consideration the Committee deems appropriate. If such tax
obligations are satisfied through the withholding of Shares that are otherwise
issuable to Participant pursuant to this Award (or throughthe surrender of
previously owned Shares by Participant to LandBridge), the maximum number of
Shares that may be so withheld (or surrendered) shall be the number of Shares
that have an aggregate Fair Market Value on the date of withholding
orsurrender equal to the aggregate amount of such tax liabilities, determined
based on the greatest withholding rates for federal, state, local and foreign
tax purposes, including payroll taxes, that may be utilized without creating
adverse accountingtreatment for LandBridge with respect to this Award, as
determined by the Committee. For the avoidance of doubt, to the extent any
cash payments are made to Participant under this Agreement, taxes related
thereto will be withheld from such payments.Participant acknowledges that
there may be adverse tax consequences upon the receipt, vesting or settlement
of this Award or disposition of the underlying Shares and Participant has been
advised, and hereby is advised, to consult a tax advisor.Participant
acknowledges and agrees that none of the Board, the Committee, LandBridge or
any Affiliate have made any representation or warranty as to the tax
consequences to Participant as a result of the receipt of the RSUs, the
earning of the RSUsor the forfeiture of any of the RSUs (or any associated
DERs). Participant represents that Participant is in no manner relying on the
Board, the Committee, LandBridge or an Affiliate or any of their respective
members, managers, directors, officers,employees or authorized representatives
(including attorneys, accountants, consultants, bankers, lenders, prospective
lenders and financial representatives) for tax advice or an assessment of such
tax consequences.
7.
Employment Relationship
. For purposes of this Agreement Participant shall be considered to be
employed by LandBridge oran Affiliate as long as: (i) Participant remains an
employee of LandBridge or an Affiliate; (ii) Participant remains a consultant
to either LandBridge or an Affiliate; or (iii) Participant remains a member of
the Board. Withoutlimiting the scope of the preceding sentence, a termination
of the Participant's employment or service relationship will be deemed to
occur at any time that the Participant incurs a "separation from service"
pursuant to theNonqualified Deferred Compensation Rules.
A-3
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8.
Non-Transferability
. Duringthe lifetime of Participant, the RSUs (and DERs) may not be sold,
pledged, assigned or transferred in any manner other than by will or the laws
of descent and distribution, unless and until the Shares underlying the RSUs
(and DERs) have been issued,and all restrictions applicable to such shares
have lapsed. Neither the RSUs (and DERs) nor any interest or right therein
shall be liable for the debts, contracts or engagements of Participant or his
or her successors in interest or shall be subjectto disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means,
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal orequitable
proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect, except to the extent that such
disposition is permitted by the preceding sentence.
9.
Compliance with Applicable Law
. Notwithstanding any provision of this Agreement to the contrary, the
issuance of Shareshereunder, if any, will be subject to compliance with all
applicable requirements of applicable law with respect to such securities and
with the requirements of any stock exchange or market system upon which the
Shares may then be listed. No Shareswill be issued hereunder if such issuance
would constitute a violation of any applicable law or regulation or the
requirements of any stock exchange or market system upon which the Shares may
then be listed. In addition, Shares will not be issuedhereunder unless (a) a
registration statement under the Securities Act is in effect at the time of
such issuance with respect to the shares to be issued; or (b) in the opinion
of legal counsel to LandBridge, the shares to be issued arepermitted to be
issued in accordance with the terms of an applicable exemption from the
registration requirements of the Securities Act. The inability of LandBridge
to obtain from any regulatory body having jurisdiction the authority, if any,
deemedby LandBridge's legal counsel to be necessary for the lawful issuance
and sale of any Shares hereunder will relieve LandBridge of any liability in
respect of the failure to issue such shares as to which such requisite
authority has not beenobtained. As a condition to any issuance of Shares
hereunder, LandBridge may require Participant to satisfy any requirements that
may be necessary or appropriate to evidence compliance with any applicable law
or regulation and to make anyrepresentation or warranty with respect to such
compliance as may be requested by LandBridge.
10.
Legends
. If a sharecertificate is issued with respect to any Shares delivered
hereunder, such certificate shall bear such legend or legends as the Committee
deems appropriate in order to reflect the restrictions set forth in this
Agreement and to ensure compliancewith the terms and provisions of this
Agreement, the rules, regulations and other requirements of the SEC, any
applicable laws or the requirements of any stock exchange on which the Shares
are then listed. If the Shares issued hereunder are held inbook-entry form,
then such entry will reflect that the shares are subject to the restrictions
set forth in this Agreement.
11.
Rights as a Shareholder
. Neither Participant nor any person claiming under or through Participant
shall have rights asa shareholder of LandBridge (including voting rights) with
respect to any Shares that may become deliverable hereunder unless and until
Participant has become the holder of record of such Shares, and no adjustments
shall be made for dividends incash or other property, distributions or other
rights in respect of any such Shares, except as otherwise specifically
provided for in the Plan or this Agreement.
12.
Execution of Receipts and Releases
. Any payments of cash or any issuance or transfer of Shares or other property
toParticipant or Participant's legal representative, heir, legatee or
distributee, in accordance with this Agreement shall be in full satisfaction
of all claims of such person hereunder. As a condition precedent to such
payment or issuance,LandBridge may require Participant or Participant's legal
representative, heir, legatee or distributee to execute (and not revoke within
any time provided to do so) a release and receipt therefor in such form as it
shall determine appropriate;
provided
that any review period under such release will not modify the date of
settlement with respect to vested RSUs.
A-4
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13.
No Right to Continued Employment or Awards
.
(a)Nothing in the adoption of the Plan, nor the award of the RSUs thereunder
pursuant to the Grant Notice and this Agreement, shallconfer upon Participant
the right to continued employment by LandBridge or any Affiliate, or any other
entity, or affect in any way the right of LandBridge or any such Affiliate, or
any other entity to terminate such employment at any time. Unlessotherwise
provided in a written employment agreement or by applicable law, Participant's
employment by LandBridge, or any such Affiliate, or any other entity, shall be
on an
at-will
basis, and theemployment relationship may be terminated at any time by either
Participant or LandBridge, or any such Affiliate or any other entity for any
reason whatsoever, with or without cause or notice. Any question as to whether
and when there has been atermination of such employment, and the cause of such
termination, shall be determined by the Committee or its delegate, and such
determination shall be final, conclusive and binding for all purposes.
(b)The grant of the RSUs is a
one-time
benefit and does not create any contractual or otherright to receive a grant
of Awards or benefits in lieu of Awards in the future. Any future Awards will
be granted at the sole discretion of LandBridge.
14.
Notices
. All notices and other communications under this Agreement shall be in
writing and shall be delivered to theparties at the following addresses (or at
such other address for a party as shall be specified by like notice):
If toLandBridge, unless otherwise designated by LandBridge in a written notice
to Participant (or other holder):
LandBridgeCompany LLC
Attn: General Counsel
5555 San Felipe Street, Suite 1200
Houston, Texas 77056
If to the Participant, at Participant's last known address on file with
LandBridge.
Any notice that is delivered personally or by overnight courier in the manner
provided herein shall be deemed to have been duly given to Participant when
itis mailed by LandBridge or, if such notice is not mailed to Participant,
upon receipt by Participant. Any notice that is addressed and mailed in the
manner herein provided shall be conclusively presumed to have been given to
the party to whom it isaddressed at the close of business, local time of the
recipient, on the fourth day after the day it is so placed in the mail.
15.
Consent to Electronic
Delivery;
Electronic Signature
. In lieu of receiving documents inpaper format, Participant agrees, to the
fullest extent permitted by law, to accept electronic delivery of any
documents that LandBridge may be required to deliver (including prospectuses,
prospectus supplements, grant or award notifications andagreements, account
statements, annual and quarterly reports and all other forms of communications)
in connection with this and any other Award made or offered by LandBridge.
Electronic delivery may be via a LandBridge electronic mail system or
byreference to a location on a LandBridge intranet to which Participant has
access. Participant hereby consents to any and all procedures LandBridge has
established or may establish for an electronic signature system for delivery
and acceptance of anysuch documents that LandBridge may be required to
deliver, and agrees that his or her electronic signature is the same as, and
shall have the same force and effect as, his or her manual signature.
16.
Agreement to Furnish Information
. Participant agrees to furnish to LandBridge all information requested by
LandBridgeto enable it to comply with any reporting or other requirement
imposed upon LandBridge by or under any applicable statute or regulation.
A-5
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17.
Entire Agreement; Amendment
. This Agreement constitutes the entireagreement of the parties with regard to
the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to
the RSUs granted hereby;
provided
that the terms ofthis Agreement shall not modify and shall be subject to the
terms and conditions of any employment, consulting or severance agreement
between LandBridge (or an Affiliate or other entity) and Participant in effect
as of the date a determination is tobe made under this Agreement. Without
limiting the scope of the preceding sentence, except as provided therein, all
prior understandings and agreements, if any, among the parties hereto relating
to the subject matter hereof are hereby null and voidand of no further force
and effect. The Committee may, in its sole discretion, amend this Agreement
from time to time in any manner that is not inconsistent with the Plan;
provided
that except as otherwise provided in the Plan or thisAgreement, any such
amendment that materially reduces the rights of Participant shall be effective
only if it is in writing and signed by both Participant and an authorized
officer of LandBridge.
18.
Severability and Waiver
. If a court of competent jurisdiction determines that any provision of this
Agreement isinvalid or unenforceable, then the invalidity or unenforceability
of such provision shall not affect the validity or enforceability of any other
provision of this Agreement, and all other provisions shall remain in full
force and effect. Waiver byany party of any breach of this Agreement or
failure to exercise any right hereunder shall not be deemed to be a waiver of
any other breach or right. The failure of any party to take action by reason
of such breach or to exercise any such rightshall not deprive the party of the
right to take action at any time while or after such breach or condition
giving rise to such rights continues.
19.
Clawback
. Notwithstanding any other provisions in the Plan or this Agreement to the
contrary, any Award grantedhereunder and any other agreement or arrangement
with LandBridge which is subject to recovery under any law, government
regulation or applicable stock exchange listing are subject to any written
clawback policies that LandBridge may adopt eitherprior to or following the
Effective Date, whether required pursuant to or related to any applicable law,
government regulation or stock exchange listing. Any such clawback policy may
subject a Participant's Award and amounts received withrespect to Awards to
reduction, cancelation, forfeiture or recoupment if certain specified events
occur, including an accounting restatement, or other events or wrongful
conduct specified in any such clawback policy. The Committee will make
anydetermination for reduction, cancelation, forfeiture or recoupment in its
sole discretion and in accordance with any applicable law or regulation.
20.
Insider Trading Policy
. The terms of LandBridge's insider trading policy with respect to Shares are
incorporatedherein by reference.
21.
Governing Law
. This Agreement shall be governed by and construed in accordance with the
lawsof the state of Texas applicable to contracts made and to be performed
therein, exclusive of the conflict of laws provisions of Texas law.
22.
Consent to Jurisdiction and Venue
. Participant hereby consents and agrees that state and federal courts located
inMontgomery County, Texas each shall have personal jurisdiction and proper
venue with respect to any dispute between Participant and LandBridge arising
in connection with the RSUs or this Agreement. In any dispute with LandBridge,
you will not raise,and you hereby expressly waive, any objection or defense to
such jurisdiction as an inconvenient forum.
23.
Successors andAssigns
. LandBridge may assign any of its rights under this Agreement without
Participant's consent. This Agreement will be binding upon and inure to the
benefit of the successors and assigns of LandBridge. Subject to the
restrictionson transfer set forth herein and in the Plan, this Agreement will
be binding upon Participant and Participant's beneficiaries, executors,
administrators and the person(s) to whom the RSUs may be transferred by will
or the laws of descent ordistribution.
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24.
Headings; References; Interpretation
. Headings are for convenienceonly and are not deemed to be part of this
Agreement. The words "hereof," "herein" and "hereunder" and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to anyparticular provision of this Agreement. All references herein to
Sections shall, unless the context requires a different construction, be
deemed to be references to the Sections of this Agreement. The word "or" as
used herein is notexclusive and is deemed to have the meaning "and/or." All
references to "including" shall be construed as meaning "including without
limitation." Unless the context requires otherwise, all references herein to a
law,agreement, instrument or other document shall be deemed to refer to such
law, agreement, instrument or other document as amended, supplemented,
modified and restated from time to time to the extent permitted by the
provisions thereof. All referencesto "dollars" or "$" in this Agreement refer
to United States dollars. Whenever the context may require, any pronouns used
herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nounsand pronouns shall include the plural and vice
versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be
construed or resolved against any party hereto, whether under any rule of
construction or otherwise. On the contrary, thisAgreement has been reviewed by
each of the parties hereto and shall be construed and interpreted according to
the ordinary meaning of the words used so as to fairly accomplish the purposes
and intentions of the parties hereto.
25.
Counterparts
. The Grant Notice may be executed in one or more counterparts, including by
way of any electronic ordigital signature, subject to applicable law, each of
which shall be deemed an original and all of which together shall constitute
one instrument. Delivery of an executed counterpart of the Grant Notice by
portable document format (.pdf) attachmentto electronic mail shall be
effective as delivery of a manually executed counterpart of the Grant Notice.
26.
Section409A
. Notwithstanding anything herein or in the Plan to the contrary, the RSUs
granted pursuant to this Agreement are intended to be exempt from or compliant
with the applicable requirements of the Nonqualified Deferred Compensation
Rulesand shall be construed and interpreted in accordance with such intent.
Notwithstanding any other provision of this Agreement, the settlement of RSUs
under this Agreement may only be made upon an event and in a manner that
complies with theNonqualified Deferred Compensation Rules or an applicable
exemption. Any settlement of RSUs under this Agreement that may be excluded
from the Nonqualified Deferred Compensation Rules either as separation pay due
to an involuntary separation fromservice or as a short-term deferral shall be
excluded to the maximum extent possible. For purposes of Nonqualified Deferred
Compensation Rules, each installment payment provided under this Agreement
shall be treated as a separate payment. Anysettlement of RSUs to be made under
this Agreement upon a termination of employment shall only be made upon a
"separation from service" under the Nonqualified Deferred Compensation Rules.
To the extent that the Committee determines thatthe RSUs may not be exempt
from the Nonqualified Deferred Compensation Rules, then, if Participant is
deemed to be a "specified employee" within the meaning of the Nonqualified
Deferred Compensation Rules, as determined by the Committee,at a time when
Participant becomes eligible for settlement of the RSUs upon his or her
"separation from service" within the meaning of the Nonqualified Deferred
Compensation Rules, then to the extent necessary to prevent any accelerated
oradditional tax under the Nonqualified Deferred Compensation Rules, such
settlement will be delayed until the earlier of: (a) the date that is six
months following Participant's separation from service and (b) Participant's
death.Notwithstanding the foregoing, LandBridge and its Affiliates make no
representations that the RSUs provided under this Agreement are exempt from or
compliant with the Nonqualified Deferred Compensation Rules and in no event
shall LandBridge or anyAffiliate be liable for all or any portion of any
taxes, penalties, interest or other expenses that may be incurred by
Participant on account of
non-compliance
with the Nonqualified Deferred CompensationRules.
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