UHG United Homes Group Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 16, 2024

 

 

UNITED HOMES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-39936		85-3460766
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

917 Chapin Road Chapin, South Carolina	29036
(Address of principal executive offices)	(Zip Code)

 

(844) 766-4663

Registrant’s telephone number, including area code

 

(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 of the 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 (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Shares, par value $0.0001 per share		UHG		The Nasdaq Stock Market LLC
Warrants, each exercisable for one Class A Common Share for $11.50 per share		UHGWW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  x

 

If an emerging growth company, 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.  ¨

 

 

Item 5.02.             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 16, 2024, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of United Homes Group, Inc. (the “Company”) approved the 2024 compensation framework (the “2024 Executive Compensation Framework”) for the Company’s executives (the “Executives”), including its named executive officers, which included base salaries, cash bonuses, and equity awards, as described in more detail below. With respect to the equity awards, the Committee approved (1) performance-based equity grants in the form of performance stock units, and (2) time-based equity grants in the form of stock options (collectively, the “Awards”), which were subsequently granted under the United Homes Group, Inc. 2023 Equity Incentive Plan (the “Plan”). The following is a description of the material terms and conditions of the 2024 Executive Compensation Framework and the Awards.

 

2024 Executive Compensation Framework

 

The Committee retained WealthPoint Business Advisory Services, LLC (“WealthPoint”) in its development of the 2024 Executive Compensation Framework, and WealthPoint worked with management at the request and under the direction of the Committee. The 2024 Executive Compensation Framework consists of the following:

 

●

Base salaries for the 2024 fiscal year;

 

●

Cash bonus potential, pursuant to which the Executives will be entitled to bonuses based on quantitative and qualitative metrics; and

 

●

Equity awards, pursuant to which the Executives will be entitled to both time-based and performance-based equity awards.

 

The Committee’s approval of the 2024 Executive Compensation Framework was based on various factors, including, among others, recommendations made by WealthPoint.

 

Base Salaries and Cash Bonuses

 

The 2024 base salaries and target bonuses set by the Committee for each of the Company’s named executive officers and Chief Financial Officer are as follows:

 

Executive Officer		Base Salary		Cash Bonus Potential for Quantitative Targets		Cash Bonus Potential for Qualitative Targets
Michael Nieri, Chairman and Chief Executive Officer		$1,033,907		$1,628,406		$697,887
Shelton Twine, Chief Operating Officer		$338,635		$296,306		$101,591
Keith Feldman, Chief Financial Officer		$400,000		$350,000		$120,000
Pennington Nieri, Co-Executive VP, Construction Services		$288,634		$202,044		$86,590

 

The quantitative portion of each target bonus for 2024 will be evaluated based on three independent performance measures: (i) adjusted EBITDA, as reported by the Company; (ii) revenue; and (iii) home closings. Performance that meets the threshold requirements for a performance measure will result in a 50% payout of the portion of the award based on that performance measure.  Performance that meets the target requirements will result in 75% payout of the portion of the award based on that performance measure.  Performance that meets the maximum requirements will result in 100% payout of the portion of the award based on that performance measure.  The qualitative portion of each award is based upon individual performance goals, which also span a range of 50% to 100% based upon performance, subject to the Company achieving a minimum of $40 million of adjusted EBITDA, as reported by the Company, for Executives to be eligible for a bonus based on qualitative targets. To the extent performance falls between two levels, linear interpolation is applied.  In the event that the Company’s performance does not meet the threshold requirements, no payment will be made on the quantitative portion of the award based on that performance measure.  In the event that the Company’s performance exceeds the maximum requirements, payments made on the quantitative portion of the award will be capped at the maximum payout amount for that performance measure.

 

 

Equity Awards

 

Equity awards consists of both time-based stock options and performance-based restricted stock units (“PSUs”). The equity awards set by the Committee for each of the Company’s named executive officers and Chief Financial Officer are as follows:

 

 

Executive Officer		Stock Options		Performance Stock Units
Michael Nieri, Chairman and Chief Executive Officer		337,500		112,500
Shelton Twine, Chief Operating Officer		105,000		35,000
Keith Feldman, Chief Financial Officer		120,000		40,000
Pennington Nieri, Co-Executive VP, Construction Services		105,000		35,000

 

Certain material terms applicable to the equity awards, such as the effect of a Change of Control and the treatment of such awards upon a recipient’s termination of employment, are governed by each recipient’s respective employment agreements with the Company, which were described in more detail in the Company’s Form 8-K filed on April 5, 2023, such description being incorporated herein by reference. A description of certain other terms and conditions of the time-based options and PSUs is below.

 

Time-Based Stock Options

 

Time-based stock options vest ratably over four years commencing on the one-year anniversary of the date of grant, subject to the recipient’s continued employment or service through the applicable vesting date.

 

Performance-Based Restricted Stock Units

 

PSUs will vest upon the date, if any, during the period through March 30, 2028, that the volume weighted average price of the Company’s Class A common stock for 20 out of the preceding 30 consecutive trading days is greater than or equal to $18.00.

 

The foregoing summaries of the time-based stock options and PSUs are qualified in their entirety by reference to the forms of award agreement for the time-based stock options and PSUs, which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference, and the terms of the Plan, which was previously filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed on April 28, 2023.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)  Exhibits.

 

10.1           Form of Time-Based Stock Option Award and Agreement

 

10.2           Form of Performance Stock Unit Award and Agreement

 

104            Cover page interactive data file (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

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 undersigned hereunto duly authorized.

 

Date: February 23, 2024

 

	United Homes Group, Inc.
	By:	/s/ Keith Feldman
	Name:	Keith Feldman
	Title:	Chief Financial Officer

 

 

Exhibit 10.1

 

UNITED HOMES GROUP, INC.

2023 EQUITY INCENTIVE PLAN

 

STOCK OPTION GRANT NOTICE

 

(Employees)

 

United Homes Group, Inc., a Delaware corporation (the “Company”), pursuant to the United Homes Group, Inc. 2023 Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Optionholder (as defined below) an option to purchase the number of shares of Class A Common Stock of the Company (“Common Shares”) set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Grant Notice”), in the corresponding Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the corresponding Option Agreement will have the same definitions as in the Plan or the corresponding Option Agreement. If there is any conflict between the terms in this Grant Notice, Exhibit A to this Grant Notice, the corresponding Option Agreement, the Plan and the Notice of Exercise, then such conflict or inconsistency shall be resolved by giving such documents precedence in the following order: Exhibit A, this Grant Notice, the corresponding Option Agreement, the Plan and then the Notice of Exercise.

 

Optionholder:	___________________ (the “Optionholder”)
Date of Grant:	___________________ (the “Date of Grant”)
Vesting Commencement Date:	___________________
Number of Shares Subject to Option:	___________________ (_____)
Exercise Price (Per Common Share):	$___.____
Total Exercise Price:	$___________________
Type of Grant (check one):	¨ Incentive Stock Option
	¨ Non-Qualified Stock Option
Expiration Date:	¨ Tenth (10th) Anniversary of the Date of Grant
	¨ Fifth (5th) Anniversary of the Date of Grant (for ten percent (10%) shareholders if this Option is an Incentive Stock Option)
Exercise Schedule:	Same as Vesting Schedule
Vesting Schedule:	This Award shall vest pursuant to the schedule set forth in Exhibit A, which is attached hereto and incorporated herein in its entirety.

 

 

Payment:

By one or a combination of the following items (described in the corresponding Option Agreement):

 

	¨	By cash, check, bank draft or money order payable to the Company
	¨	Pursuant to a Regulation T Program if the shares are publicly traded
	¨	By delivery of already-owned shares if the shares are publicly traded
	¨	Subject to the Committee’s consent, to be made in its sole discretion, at the time of exercise, by a “net exercise” arrangement.

 

Additional Terms/Acknowledgements:

 

Optionholder acknowledges receipt of, and understands and agrees to, this Grant Notice, the corresponding Option Agreement, the Plan and the Notice of Exercise. Optionholder acknowledges and agrees that this Grant Notice, the corresponding Option Agreement and the Notice of Exercise may not be modified, amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant Notice, the corresponding Option Agreement, the Plan and the Notice of Exercise set forth the entire understanding between Optionholder and the Company regarding this Option and supersede all prior oral and written agreements, promises and/or representations on that subject.

 

In the event the Common Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionholder shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B. In addition, as a pre-condition to exercise, the Optionholder (or beneficiary, as the case may be) shall be required to execute a stock restriction agreement presented by the Company at the time of exercise, along with any other agreement among the Company and its stockholders that the Company requires be executed by Optionholder, including an agreement which provides that Optionholder may not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, with respect to the Common Shares or other securities of the Company held by Optionholder during the one hundred and eighty (180) day period following the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, or such other applicable period as the underwriters or the Company shall reasonably request consistent with other shares issued in accordance with the Plan. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to any such restricted securities until the end of such period.

 

By accepting this Option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

 

 

UNITED HOMES GROUP, INC.			OPTIONHOLDER:
By:
			Signature
Title:
Date:

 

Attachments: Option Agreement, United Homes Group, Inc. 2023 Equity Incentive Plan, Notice of Exercise

 

 

EXHIBIT A

 

VESTING SCHEDULE

 

Twenty five percent (25%) of the total number of Common Shares (including fractional shares, as applicable) subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date (as set forth above) and an additional twenty five percent (25%) of the total number of Common Shares (including fractional shares, as applicable) subject to the Option shall vest on each one (1) year anniversary of the Vesting Commencement Date thereafter; provided, that Optionholder remains actively providing services to the Company or any of its Affiliates as of each such date.

 

Upon Optionholder’s termination of employment or other service with the Company and its Affiliates for any or no reason, any unvested portion of the Option as of the date of such termination shall be forfeited.

 

If the Optionholder continues to be employed by or in the service of an Affiliate of the Company, but not by the Company, and such Affiliate ceases to be meet the definition of an “Affiliate” as set forth in the Plan, then such vesting of the Option shall nevertheless continue subject to the preceding paragraph.

 

Employment Agreement. Notwithstanding the foregoing Standard Vesting Schedule, the Option shall also be subject to accelerated vesting as provided by the Plan or the Agreement, and as provided by any terms expressly set forth in that certain Employment Agreement by and between the Company and the Optionholder dated as of __________ _____, 20__, as it may be amended from time to time (the “Employment Agreement”). The Employment Agreement is incorporated herein by reference as Exhibit C.

 

 

EXHIBIT B

 

INVESTMENT REPRESENTATION STATEMENT

 

OPTIONHOLDER:	__________________________________
COMPANY:	United Homes Group, Inc.
SECURITY:	Class A Common Stock, par value $0.0001 per share
AMOUNT:	__________________________________
DATE:	__________________________________

 

In connection with the purchase of the above-listed Securities, the undersigned Optionholder represents to the Company the following:

 

(a)            Optionholder is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionholder is acquiring these Securities for investment for Optionholder’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

 

(b)            Optionholder acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionholder’s investment intent as expressed herein. In this connection, Optionholder understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionholder’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionholder further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionholder further acknowledges and understands that the Company is under no obligation to register the Securities. Optionholder understands that the certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws.

 

 

(c)            Optionholder is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionholder, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

 

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one (1) year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two (2) years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above.

 

(d)            Optionholder further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionholder understands that no assurances can be given that any such other registration exemption will be available in such event.

 

	OPTIONHOLDER
	Signature
	Date:

 

 

EXHIBIT C

 

EMPLOYMENT AGREEMENT

 

(attached)

 

 

ATTACHMENT I

 

OPTION AGREEMENT

 

 

UNITED HOMES GROUP, INC.

2023 EQUITY INCENTIVE PLAN

 

OPTION AGREEMENT

 

(INCENTIVE STOCK OPTION OR NON-QUALIFIED STOCK OPTION)

 

Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement (this “Agreement”), United Homes Group, Inc., a Delaware corporation (the “Company”) has granted you an option under the United Homes Group, Inc. 2023 Equity Incentive Plan (the “Plan”) to purchase the number of Common Shares indicated in your Grant Notice at the exercise price indicated in your Grant Notice (the “Option”). The Option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in the Grant Notice, Exhibit A to the Grant Notice, this Agreement, the Plan and the Notice of Exercise, then such conflict shall be resolved by giving such documents precedence in the following order: Exhibit A, the Grant Notice, this Agreement, the Plan and then the Notice of Exercise. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.

 

The details of your Option, in addition to those set forth in the Grant Notice and the Plan, are as follows:

 

1.            Vesting; No Shareholder Rights. Your Option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your service with the Company except as may be provided otherwise in the Vesting Schedule in Exhibit A to your Grant Notice. You will not be deemed to be the holder of, or have any of the rights of a stockholder with respect to your Option unless and until the Option vests and you exercise the Option in accordance with this Agreement and the Company has issued and delivered Common Shares to you and your name shall have been entered as a stockholder of record on the books of the Company.

 

2.            Number of Shares and Exercise Price. The number of Common Shares subject to your Option and your exercise price per share are set forth in your Grant Notice and will be adjusted in the event of changes in capital structure and similar events as provided in Section 12 of the Plan.

 

3.            Exercise Restriction for Non-Exempt Employees. If you are an employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as provided below, you may not exercise your Option until you have completed at least six (6) months of service measured from the Date of Grant, even if you have already been an employee of the Company for more than six (6) months. Consistent with the provisions of the Worker Economic Opportunity Act, you may exercise your Option as to any vested portion prior to such six (6) month anniversary in the case of (i) your death or disability, (ii) a Change in Control or (iii) your termination of service on your “retirement” (as defined in the Company’s benefit plans).

 

 

4.            Method of Payment. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted by your Grant Notice, which may include one or more of the following:

 

(a)            Provided that at the time of exercise the Common Shares are publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Shares, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. This manner of payment is also known as a “cashless exercise”, “broker-assisted exercise”, “same day sale”, or “sell to cover”.

 

(b)            Provided that at the time of exercise the Common Shares are publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned Common Shares that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your Option, will include delivery to the Company of your attestation of ownership of such Common Shares in a form approved by the Company. You may not exercise your Option by delivery to the Company of Common Shares if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

 

(c)            Subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Common Shares issued upon exercise of your Option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Common Shares will no longer be outstanding under your Option and will not be exercisable thereafter if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations.

 

5.            Whole Shares. You may exercise your Option only for whole Common Shares unless pursuant to the terms of your Grant Notice you were granted an option to purchase fractional Common Shares or your vesting schedule provides for vesting in fractional shares.

 

6.            Securities Law Compliance. In no event may you exercise your Option unless the Common Shares issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your Option also must comply with all other applicable laws and regulations governing your Option, and you may not exercise your Option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

 

 

7.            Term. You may not exercise your Option before the Date of Grant or after the expiration of the Option’s term. Except as may be provided otherwise in the Vesting Schedule in Exhibit A to your Grant Notice or in an employment or other agreement between you and the Company, the term of your Option expires (subject to the provisions of Section 7(c) of the Plan in the event that your Option is an Incentive Stock Option and you, on the Date of Grant, own shares representing more than ten percent (10%) of the combined voting power of the Company) upon the earliest of the following:

 

(a)            immediately upon the termination of your service with the Company or an Affiliate for Cause;

 

(b)            ninety (90) days after the termination of your service with the Company or an Affiliate for any reason other than Cause, your Disability (as defined below) or your death (except as otherwise provided in Section 7(d) below); provided, however, that if during any part of such ninety (90) day period your Option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your Option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of ninety (90) days after the termination of your service with the Company or an Affiliate; provided further, that if (i) you are a Non-Exempt Employee, (ii) your service with the Company or an Affiliate terminates within six (6) months after the Date of Grant, and (iii) you have vested in a portion of your Option at the time of your termination of your service with the Company or an Affiliate, your Option will not expire until the earlier of (x) the later of (A) the date that is one hundred and twenty (120) days after the Date of Grant, and (B) the date that is ninety (90) days after the termination of your service with the Company or an Affiliate, and (y) the Expiration Date;

 

(c)            one (1) year after the termination of your service with the Company or an Affiliate due to your Disability (except as otherwise provided in Section 7(d)) below. For purposes of this Agreement, “Disability” means your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances;

 

(d)            one (1) year after your death if you die either during your service with the Company or within ninety (90) days after your service with the Company terminates for any reason other than Cause;

 

(e)            the Expiration Date indicated in your Grant Notice; or

 

(f)            the day before the tenth (10^th) anniversary of the Date of Grant.

 

If your Option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your Option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your Option under certain circumstances for your benefit but cannot guarantee that your Option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a consultant or director after your employment terminates or if you otherwise exercise your Option more than three (3) months after the date your employment with the Company or an Affiliate terminates.

 

 

8.             Exercise.

 

(a)            You may exercise the vested portion of your Option during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) and completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require.

 

(b)            By exercising your Option you agree that, as a condition to any exercise of your Option, the Company may require you and you hereby agree to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your Option, or (ii) the disposition of Common Shares acquired upon such exercise.

 

(c)            If your Option is an Incentive Stock Option, by exercising your Option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Shares issued upon exercise of your Option that occurs within two (2) years after the Date of Grant or within one (1) year after such Common Shares are transferred upon exercise of your Option.

 

9.             Transferability. Except as otherwise provided in this Section 9, your Option is not assignable or transferable, except by will or by the laws of descent and distribution and is exercisable during your life only by you. Without limiting the generality of the foregoing, your Option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, sale, pledge, hypothecation or other disposition of your Option or any attempt to make any such levy of execution, attachment or other process will cause your Option to terminate immediately, unless the Chief Legal Officer of the Company, in his sole discretion, specifically waives applicability of this provision.

 

(a)            Certain Trusts. Upon receiving written permission from the Chief Legal Officer of the Company, you may transfer your Option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while your Option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company.

 

(b)            Domestic Relations Orders. Upon receiving written permission from the Chief Legal Officer of the Company, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your Option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If this Option is an Incentive Stock Option, this Option may be deemed to be a Non-Qualified Stock Option as a result of such transfer.

 

 

(c)            Beneficiary Designation. Upon receiving written permission from the Chief Legal Officer of the Company, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this Option and receive the Common Shares or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this Option and receive, on behalf of your estate, the Common Shares or other consideration resulting from such exercise.

 

10.             Option not a Service Contract. Your Option is not an employment or service contract, and nothing in your Option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment or service. In addition, nothing in your Option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a member of the Company’s Board or a consultant for the Company or an Affiliate.

 

11.             Withholding Obligations.

 

(a)            At the time you exercise your Option, in whole or in part, and at any time thereafter as requested by the Company, you hereby agree to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your Option.

 

(b)            In the event that you fail to make the adequate provisions contemplated by Section 11(a) above, then subject to compliance with any applicable legal conditions or restrictions, the Company shall have the Option in its discretion (but not the obligation) to withhold from fully vested Common Shares otherwise issuable to you upon the exercise of your Option a number of whole Common Shares having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your Option as a liability for financial accounting purposes).

 

(c)            The Company assumes no responsibility for individual income taxes, penalties or interest related to grant or exercise of any option. Neither the Company nor any affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or exercise of any option. You should consult with your personal tax advisor regarding the tax ramifications, if any, which result from receipt of the Option, the subsequent issuance, if any, of Common Shares on exercise of the Option, and subsequent disposition of any such Common Shares. You acknowledge that the Company may be required to withhold federal, state and/or local taxes in connection with the exercise of the Option. You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue a certificate for such Common Shares or release such Common Shares from any escrow provided for herein, if applicable, unless such obligations are satisfied.

 

 

12.            Section 409A; Tax Consequences. It is the Company’s intent that this Option be exempt from Section 409A of the Internal Revenue Code to the extent applicable, and that this Agreement be administered accordingly. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from your Option or your other compensation.

 

13.            Notices. Any notices provided for in your Option or the Plan will be given in writing and will be deemed effectively given upon receipt. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

14.            Agreement Summaries. In the event that the Company provides you (or anyone acting on your behalf) with summary or other information concerning, including or otherwise relating to your rights or benefits under this Agreement (including, without limitation, the Option and any exercise thereof), such summary or other information shall in all cases be qualified in its entirety by Exhibit A, the Grant Notice, this Agreement, the Plan and the Notice of Exercise and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

 

15.            Clawback. Notwithstanding anything to the contrary in this Agreement, the Common Shares issued in connection with this Agreement, any restricted stock unit agreement or any other stock option agreement, and all amounts that may be received by you in connection with any disposition of any such Common Shares shall be subject to applicable recoupment, “clawback” and similar provisions under law, as well as any recoupment, “clawback” and similar policies of the Company that may be adopted at any time and from time to time for any reason, including in order to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

 

16.            Acknowledgements. You understand, acknowledge, agree and hereby stipulate that: (a) you are executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; (b) the Option is intended to be consideration in exchange for the promises and covenants set forth in this Agreement; (c) you have carefully read, considered and understand all of the provisions of this Agreement and the Company’s policies reflected in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged; (d) you have asked any questions needed for you to understand the terms, consequences and binding effect of this Agreement and you fully understand them; (e) you were provided an opportunity to seek the advice of an attorney and/or a tax professional of your choice before accepting this Option and (f) the obligations and restrictions set forth in this Agreement are fair and reasonable. In addition, you understand, acknowledge, agree and hereby stipulate that (1) you explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other award materials by and among the Company and its Affiliates for the purpose of implementing, administering and managing your participation in the Plan; (2) you understand that the Company may hold certain personal information about you, including, but not limited to, the your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan; (3) you understand that Data will be transferred to such stock plan service provider as may be selected by the Company, presently or in the future, which may be assisting the Company with the implementation, administration and management of the Plan; (4) you authorize the Company, the stock plan service provider as may be selected by the Company, and any other possible recipients which may assist the Company, presently or in the future, with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan; (5) you understand that you are providing the consents herein on a purely voluntary basis.; (6) if you do not consent, or if you later seeks to revoke your consent, or instruct the Company to cease the processing of the Data, your employment status will not be adversely affected and the only adverse consequence of refusing or withdrawing your consent or instructing the Company to cease processing, is that the Company would not be able to grant you options or any other equity awards or administer or maintain such awards; and (7) you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan.

 

 

ATTACHMENT II

 

UNITED HOMES GROUP, INC. 2023 EQUITY INCENTIVE PLAN

 

 

ATTACHMENT III

 

FORM OF NOTICE OF EXERCISE

 

 

UNITED HOMES GROUP, INC.

2023 EQUITY INCENTIVE PLAN

 

NOTICE OF EXERCISE

 

United Homes Group, Inc. 

917 Chapin Road 

Chapin, SC 29036

 

Name of Optionholder:	___________________________________________
Date of Exercise:	____________ _____, 20_____
This constitutes notice under my stock option that I elect to purchase the number of Common Shares for the price set forth below.
Type of Option (check one):	¨    Incentive Stock Option
	¨   Non-Qualified Stock Option

 

Stock Option Date of Grant:	___________________________________________
Number of Common Shares as to which the Option is exercised:	___________________________________________
Common Shares to be issued in name of:	___________________________________________
Total exercise price:	___________________________________________
Cash payment delivered herewith:	___________________________________________
Non-cash payment delivered herewith:	___________________________________________

 

By this exercise, I agree (i) to provide such additional documents as you may require in connection with the United Homes Group, Inc. 2023 Equity Incentive Plan (the “Plan”), (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify you in writing within fifteen (15) days after the date of any disposition of any Common Shares issued upon exercise of this Option that occurs within two (2) years after the Date of Grant of this Option or within one (1) year after such Common Shares are issued upon exercise of this Option.

 

	Very truly yours.
	Signature

 

Address:

 

 

Exhibit 10.2

 

UNITED HOMES GROUP, INC

2023 EQUITY INCENTIVE PLAN

 

PERFORMANCE STOCK UNIT GRANT NOTICE

 

United Homes Group, Inc., a Delaware corporation (the “Company”), pursuant to the United Homes Group, Inc. 2023 Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of performance stock units (“PSUs”) set forth below, each of which represents the right to receive one (1) Common Share without any payment for such shares. This Award of PSUs is intended to be a restricted stock unit Award under Section 9 of the Plan. This Award is subject to all of the terms and conditions as set forth in this Performance Stock Unit Grant Notice (this “Notice”) in the corresponding Performance Stock Unit Agreement and the Plan, which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Performance Stock Unit Agreement will have the same definitions as in the Plan or the Performance Stock Unit Agreement. If there is any conflict between the terms in this Notice, the corresponding Performance Stock Unit Agreement and the Plan, then such conflict or inconsistency shall be resolved by giving such documents precedence in the following order: this Notice, the corresponding Performance Stock Unit Agreement then the Plan.

 

Participant:		(“Participant”)
Date of Grant:		(the “Date of Grant”)
Number of Performance Stock Units Awarded:		(the “PSUs”)

 

Performance Period:	The Performance Period is the period that begins on the [Date of Grant] and ends on March 30, 2028. Subject to achievement of the Performance Goals (as defined below), the PSUs shall vest upon achievement of the Performance Goals (the “Vesting Date”).
Performance Goals:	One hundred percent (100%) of the PSUs shall vest upon achievement or satisfaction of the following Performance Goals (the “Performance Goals”):

 

Performance Goals

The VWAP (as defined below) of the Company’s Common Shares over any twenty (20) Trading Days within the preceding thirty (30) consecutive Trading Day period is greater than or equal to $18.00.   “VWAP” means with respect to a Trading Day, the volume weighted average price for such Trading Day of one Common Share on the Trading Market as reported by Bloomberg Financial L.P. using the AQR function.   “Trading Day” means any day on which Common Shares are actually traded on the Trading Market.   “Trading Market” means Nasdaq or such other stock market on which the Common Shares are trading at the time of the determination.

 

Whether the Performance Goals have been achieved or satisfied is determined in the sole and absolute discretion of the Committee.

 

Settlement:

Upon satisfaction or achievement of the Performance Goals, as soon as practicable following the Vesting Date (but in no event later than thirty (30) days following the Vesting Date), the Company shall, or its transfer agent shall, in the Committee’s discretion: (a) transfer one (1) Common Share for each outstanding and vested PSU, (b) transfer cash in an amount equal to the Fair Market Value of the Common Shares underlying the vested PSUs, or (c) transfer a combination of cash and Common Shares.

 

Forfeiture:

If the Performance Goals are not satisfied as of the last Trading Day of the Performance Period, the PSUs shall be immediately forfeited and canceled without any payment due therefore.

 

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Notice, the corresponding Performance Stock Unit Agreement and the Plan. Participant acknowledges and agrees that this Notice and the corresponding Performance Stock Unit Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that as of the Date of Grant, this Notice, the corresponding Performance Stock Unit Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding this PSU Award and supersede all prior oral and written agreements, promises and/or representations on that subject.

 

In the event the Common Shares have not been registered under the Securities Act of 1933, as amended, Participant shall, if required by the Company, deliver to the Company a stock restriction agreement presented by the Company, along with any other agreement among the Company and its stockholders that the Company requires be executed by Participant, including an agreement which provides that Participant may not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, with respect to the Common Stock or other securities of the Company held by Participant during the one hundred and eighty (180) day period following the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, or such other applicable period as the underwriters or the Company shall reasonably request consistent with other shares issued in accordance with the Plan. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to any such restricted securities until the end of such period.

 

By accepting these PSUs, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

Signatures on Following Page

 

 

UNITED HOMES GROUP, INC.			PARTICIPANT:
By:
			Signature
Title:			Date:

 

Attachments: Performance Stock Unit Agreement; United Homes Group, Inc. 2023 Equity Incentive Plan

 

 

UNITED HOMES GROUP, INC

2023 EQUITY INCENTIVE PLAN

 

PERFORMANCE STOCK UNIT AGREEMENT

 

Pursuant to Participant’s Performance Stock Unit Grant Notice (the “Grant Notice”) and this Performance Stock Unit Agreement (this “Agreement”), United Homes Group, Inc., a Delaware corporation (the “Company”) has granted Participant the number of PSUs under the United Homes Group, Inc. 2023 Equity Incentive Plan (the “Plan”) indicated in Participant’s Grant Notice, each of which represents the right to receive one (1) Common Share or a payment in cash equal to the Fair Market Value of one (1) Common Share as of the Vesting Date. The PSUs are granted to Participant effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in the Grant Notice, this Agreement and the Plan, then such conflict shall be resolved by giving such documents precedence in the following order: the Grant Notice, this Agreement then the Plan. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.

 

The details of the PSUs, in addition to those set forth in the Grant Notice and the Plan, are as follows:

 

1.            Vesting; No Shareholder Rights.

 

(a)            The PSUs will vest upon achievement of the Performance Goals set forth in Participant’s Grant Notice. If Participant’s employment or other association with the Company and its Affiliates ends for any reason prior to the Vesting Date, including because of Participant’s employer ceasing to be an Affiliate, all PSUs shall be immediately forfeited and canceled without any payment due therefore.

 

Notwithstanding the foregoing, if Participant’s employment or other association with the Company and its Affiliates is terminated by the Company without Cause, by Participant for Good Reason, or in connection with a Change in Control, Participant’s PSUs shall immediately become one hundred percent (100%) vested and will be settled according to Section 3(a) within thirty (30) days following Participant’s termination. For purposes of this Section 1(a), the terms “Cause” “Good Reason” and “Change in Control” shall have the meanings given to such terms in in that certain Employment Agreement by and between the Company and the Participant dated as of __________ _____, 20__, as it may be amended from time to time.

 

(b)            If the Performance Goals are not satisfied as of the last Trading Day of the Performance Period, the PSUs shall be immediately forfeited and canceled without any payment due therefore.

 

(c)            Participant will not be deemed to be the holder of, or have any of the rights of a stockholder with respect to any PSUs unless and until the Performance Goals have been achieved or satisfied and the Company has issued and delivered Common Shares to Participant and Participant’s name shall have been entered as a stockholder of record on the books of the Company.

 

2.            Number of PSUs. The number of PSUs are set forth in Participant’s Grant Notice and will be adjusted in the event of changes in capital structure and similar events as provided in Section 12 of the Plan.

 

 

3.            Settlement. Subject to Section 8 and upon satisfaction or achievement of the Performance Goals, as soon as practicable following the Vesting Date (but in no event later than thirty (30) days following the Vesting Date), the Company shall, or its transfer agent shall, in the Committee’s discretion: (a) transfer one (1) Common Share for each outstanding and vested PSU, (b) transfer cash in an amount equal to the Fair Market Value of the Common Shares underlying the vested PSUs, or (c) transfer a combination of cash and Common Shares. Such transfer shall be contingent upon compliance, to the satisfaction of the Committee, with all requirements under applicable laws or regulations in connection with such transfer and with the requirements of this Grant Notice, the Agreement, and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Participant. Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Common Shares subject to the Grant Notice and this Agreement unless and until the Company or the transfer agent shall have transferred the Common Shares to Participant, and Participant’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, Participant shall have full voting, dividend and other ownership rights with respect to such Common Shares.

 

4.            Securities Law Compliance. In no event shall the Company deliver Common Shares upon vesting of the PSUs unless such shares are then registered under the Securities Act or, if not registered, the Company has determined that the issuance of the shares would be exempt from the registration requirements of the Securities Act. The issuance of Common Shares is also subject to compliance with all other applicable laws and regulations and shall be subject to any applicable lockups and restrictions on resale.

 

5.            Other Terms.

 

(a)            In considering the acceptance of this award of PSUs, Participant understands, acknowledges, agrees and hereby stipulates that Participant should use the same independent investment judgment that Participant would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares. No representations are made by the Company.

 

(b)            Notwithstanding anything to the contrary in this Agreement, the Common Shares issued under this Agreement, any other performance or restricted stock unit agreement or any stock option agreement, and all amounts that may be received by Participant in connection with any disposition of any such Common Shares shall be subject to applicable recoupment, “clawback” and similar provisions under law, as well as any recoupment, “clawback” and similar policies of the Company that may be adopted at any time and from time to time in order to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, other applicable law or otherwise.

 

6.            Transferability. Except as otherwise provided in this Section 6 or in the Plan, the PSUs are not assignable or transferable, except by will or by the laws of descent and distribution. Without limiting the generality of the foregoing, the PSUs may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, sale, pledge, hypothecation or other disposition of the PSUs or any attempt to make any such levy of execution, attachment or other process will cause the PSUs to terminate immediately, unless the Chief Legal Officer of the Company, in his or her sole discretion, specifically waives applicability of this provision.

 

 

(a)            Certain Trusts. Upon receiving written permission from the Chief Legal Officer of the Company, Participant may transfer the PSUs to a trust if Participant is considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the PSUs are held in the trust. Participant and the trustee must enter into transfer and other agreements required by the Company.

 

(b)            Domestic Relations Orders. Upon receiving written permission from the Chief Legal Officer of the Company, and provided that Participant and the designated transferee enter into transfer and other agreements required by the Company, Participant may transfer the PSUs pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument that contains the information required by the Company to effectuate the transfer. Participant is encouraged to discuss the proposed terms of any division of these PSUs with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.

 

(c)            Beneficiary Designation. Upon receiving written permission from the Chief Legal Officer of the Company, Participant may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to administer its equity program, designate a third party who, on Participant’s death, will thereafter be entitled to receive the Common Shares or other consideration in settlement of the vested PSUs. In the absence of such a designation, Participant’s executor or administrator of Participant’s estate will be entitled to receive, on behalf of Participant’s estate, the Common Shares or other consideration in settlement of the vested PSUs.

 

7.            PSUs not a Service Contract. The PSUs are not an employment or service contract, and nothing in the PSUs will be deemed to create in any way whatsoever any obligation on Participant’s part to continue in the employ or service of the Company or an Affiliate, or of the Company or an Affiliate to continue Participant’s employment or service. In addition, nothing in the PSUs will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that Participant might have as a member of the Company’s Board or a consultant for the Company or an Affiliate.

 

8.            Withholding Obligations.

 

(a)            At the time the PSUs vest, in whole or in part, and at any time thereafter as requested by the Company, Participant hereby agrees to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the vesting and settlement of the PSUs.

 

(b)            In the event that Participant fails to make the adequate provisions contemplated by Section 8(a) above, then, subject to compliance with any applicable legal conditions or restrictions, the Company shall have the option in its sole discretion (but not the obligation) to withhold from fully vested Common Shares otherwise issuable to Participant upon the settlement of the PSUs a number of whole Common Shares having a Fair Market Value, determined by the Company as of the date of vesting or settlement as applicable, not in excess of the amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of the PSUs as a liability for financial accounting purposes).

 

 

(c)            The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, vesting or settlement of any RSU. Neither the Company nor any affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or settlement of the PSUs. Participant should consult with Participant’s personal tax advisor regarding the tax ramifications, if any, which result from receipt of the PSUs, the subsequent issuance, if any, of Common Shares on settlement of the PSUs, and subsequent disposition of any such Common Shares. Participant acknowledges that the Company may be required to withhold federal, state and/or local taxes in connection with the vesting and/or settlement of the PSUs. No PSUs will vest or be settled unless and until Participant has made the adequate provisions contemplated by Section 8(a) or the Company has exercised its option to withhold the necessary amount of Common Shares pursuant to Section 8(b) above. The Company will have no obligation to issue a certificate for Common Shares in respect of the PSUs unless the obligations set forth in this Section 8 are satisfied.

 

9.            Section 409A; Tax Consequences. It is the Company’s intent that payments under this Agreement and Grant Notice shall be exempt from Section 409A of the Internal Revenue Code (“Section 409A”) to the extent applicable, and that this Agreement be administered accordingly. Notwithstanding anything to the contrary contained in this Agreement, Grant Notice or any employment agreement Participant has entered into with the Company, to the extent that any payment or benefit under this Agreement is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to Participant by reason of termination of Participant’s employment, then (a) such payment or benefit shall be made or provided to Participant only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if Participant is a “specified employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six (6) months and one day after the date of Participant’s separation from service (or earlier death). Each payment under this Agreement shall be treated as a separate payment under Section 409A. Participant hereby agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes Participant’s tax liabilities. Participant will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the PSUs or Participant’s other compensation.

 

10.          Notices. Any notices provided for in this Agreement or the Plan will be given in writing and will be deemed effectively given upon receipt. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and these PSUs by electronic means or to request Participant’s consent to participate in the Plan by electronic means. By accepting these PSUs, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

11.          Agreement Summaries. In the event that the Company provides Participant (or anyone acting on Participant’s behalf) with summary or other information concerning, including or otherwise relating to rights or benefits under this Agreement (including, without limitation, the PSUs and any vesting thereof), such summary or other information shall in all cases be qualified in its entirety by Exhibit A, the Grant Notice, this Agreement and the Plan and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

 

 

12.          Acknowledgements. Participant understands, acknowledges, agrees and hereby stipulates that: (a) Participant is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; (b) the PSUs are intended to be consideration in exchange for the promises and covenants set forth in this Agreement; (c) Participant has carefully read, considered and understand all of the provisions of this Agreement and the Company’s policies reflected in this Agreement; (d) Participant has asked any questions needed for Participant to understand the terms, consequences and binding effect of this Agreement and Participant fully understands them; (e) Participant was provided an opportunity to seek the advice of an attorney and/or a tax professional of Participant’s choice before accepting this award of PSUs and (f) the obligations and restrictions set forth in this Agreement are fair and reasonable. In addition, Participant understands, acknowledges, agrees and hereby stipulates that (1) Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other award materials by and among the Company and its Affiliates for the purpose of implementing, administering and managing participation in the Plan; (2) Participant understands that the Company may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan; (3) Participant understands that Data will be transferred to such stock plan service provider as may be selected by the Company, presently or in the future, which may be assisting the Company with the implementation, administration and management of the Plan; (4) Participant authorizes the Company, the stock plan service provider as may be selected by the Company, and any other possible recipients which may assist the Company, presently or in the future, with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan; (5) Participant understands that Participant is providing the consents herein on a purely voluntary basis.; (6) if Participant does not consent, or if Participant later seeks to revoke consent, or instruct the Company to cease the processing of the Data, Participant’s employment status will not be adversely affected and the only adverse consequence of refusing or withdrawing Participant’s consent or instructing the Company to cease processing, is that the Company would not be able to grant Participant PSUs or any other equity awards or administer or maintain such awards; and (7) Participant understands that refusing or withdrawing consent may affect Participant’s ability to participate in the Plan.

 

 

ATTACHMENT II

 

UNITED HOMES GROUP, INC.

2023 EQUITY INCENTIVE PLAN

 

(attached)

 

v3.24.0.1

Cover	Feb. 16, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 16, 2024
Entity File Number	001-39936
Entity Registrant Name	UNITED HOMES GROUP, INC.
Entity Central Index Key	0001830188
Entity Tax Identification Number	85-3460766
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	917 Chapin Road
Entity Address, City or Town	Chapin
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29036
City Area Code	844
Local Phone Number	766-4663
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Shares, par value $0.0001 per share
Trading Symbol	UHG
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one Class A Common Share for $11.50 per share
Trading Symbol	UHGWW
Security Exchange Name	NASDAQ

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