Hadron Energy（HDRN.US）提交8-K Item 5.02，披露股权激励计划下RSU协议范本并向工程EVP、CFO、COO授予合计175万股RSU（4年归属），属例行薪酬备案

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 2, 2026
Hadron Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-42262
33-4336458
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)
3 Twin Dolphin Drive
,
Ste 260
Redwood City
,
CA
94065
(Address of principal executive offices, including zip code)
(650)
276-7040
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share
HDRN
The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
HDRNW
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 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
☒
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.
Form of RSU Documents
As previously reported in the Current Report on Form
8-K
filed with the SEC on May 8, 2026, at an extraordinary general meeting, the shareholders of GigCapital7 Corp. (now known as Hadron Energy, Inc.) approved the Hadron Energy, Inc. 2026 Equity Incentive Plan (the “
Plan
”) and reserved 10,021,784 shares of common stock for issuance thereunder.
In connection with the approval of the Plan, the Compensation Committee (the “
Compensation Committee
”) of the Board of Directors (the “
Board
”) of Hadron Energy, Inc. (the “
Company
”) has adopted a Form of Restricted Stock Units Agreement (the “
Form RSU Agreement
”), a Form of Notice of Grant of Restricted Stock Units (U.S. Participants) (the “
Form of
Participant Notice
”) and a Form of Notice of Grant of Restricted Stock Units (U.S. Participants –
Non-Employee
Directors) (the “
Form of Director Notice
” and together with the Form of Participant Notice and the Form RSU Agreement, the “
Form
RSU Documents
”) that the Company will use for grants under its Plan. The Form RSU Agreement provides that restricted stock units will vest over a fixed period and be paid as shares of common stock, and unvested restricted stock units will expire upon certain terminations of the grantees’ employment or relationship with the Company.
The summary of the Form RSU Documents is qualified in its entirety by reference to the Form RSU Documents, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively.
EVP of Engineering Restricted Stock Unit Grant
On September 2, 2026 (the “
Approval Date
”), the Board, upon the recommendation of the Compensation Committee, approved a grant of 750,000 Restricted Stock Units (“
RSUs
”) to its Executive Vice President of Engineering, Eric Williams, under the Plan (the “
Williams Grant
”). The Williams Grant is subject to the terms of the Plan and has been made using the Company’s Form RSU Agreement and Form of Participant Notice. Twenty-five percent of the Williams Grant will vest on November 15, 2027, and the remaining seventy-five percent will vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, such that the Williams Grant will be fully vested on November 15, 2030, subject to Mr. Williams’s continued services with the Company through the applicable vesting dates.
Chief Financial Officer Restricted Stock Unit Grant
Also on the Approval Date, the Board, upon the recommendation of the Compensation Committee, approved a grant to the Company’s Chief Financial Officer, Rahul Shukla, under the Plan of 500,000 RSUs (the “
Shukla Grant
”). The Shukla Grant is subject to the terms of the Plan and has been made using the Company’s Form RSU Agreement and Form of Participant Notice. Twenty-five percent of the Shukla Grant will vest on November 15, 2027, and the remaining seventy-five percent will vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, such that the Shukla Grant will be fully vested on November 15, 2030, subject to Mr. Shukla’s continued services with the Company through the applicable vesting dates.
Chief Operating Officer Restricted Stock Unit Grant
Also on the Approval Date, the Board, upon the recommendation of the Compensation Committee, approved a grant to the Company’s Chief Operating Officer, Kenneth Canavan, under the Plan of 500,000 RSUs (the “
Canavan Grant
”). The Canavan Grant is subject to the terms of the Plan and has been made using the Company’s Form RSU Agreement and Form of Participant Notice. Twenty-five percent of the Canavan Grant will vest on November 15, 2027, and the remaining seventy-five percent will vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, such that the Canavan Grant will be fully vested on November 15, 2030, subject to Mr. Canavan’s continued services with the Company through the applicable vesting dates.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No.
Item
10.1#
Form of Restricted Stock Units Agreement
10.2#
Form of Notice of Grant of Restricted Stock Units (U.S. Participants)
10.3#
Form of Notice of Grant of Restricted Stock Units (U.S. Participants –
Non-Employee
Directors)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
#
Indicates a management contract or compensatory plan, contract or arrangement.
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 undersigned hereunto duly authorized.
Hadron Energy, Inc.
Dated: September 8, 2026
By:
/s/ Samuel Gibson
Chief Executive Officer

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EX-10.1
2
d126485dex101.htm
EX-10.1
EX-10.1
Exhibit 10.1
HADRON ENERGY, INC.
RESTRICTED STOCK UNITS AGREEMENT
Hadron
Energy, Inc., a Delaware corporation (the “
Company
”), has granted to the Participant named in the
Notice of Grant of Restricted Stock Units
(the
“
Grant Notice
”
) to which this
Restricted Stock Units Agreement (the
“
Agreement
”
) is attached an Award consisting of Restricted Stock Units (each a
“
Unit
”
) subject to the terms and conditions set
forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Hadron Energy, Inc. 2026 Equity Incentive Plan (the
“
Plan
”
), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read
and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the
“
Plan Prospectus
”
), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan.
1.
D
EFINITIONS
AND
C
ONSTRUCTION
.
1.1
Definitions
.
Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.
1.2
Construction
.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular
shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
2.
A
DMINISTRATION
.
All questions of interpretation concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company
in the administration of the Plan or the Award shall be determined by the Committee. All such determinations by the Committee shall be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad
faith. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Award or other agreement thereunder (other than determining questions of interpretation pursuant to
the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is
the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.
3.
T
HE
A
WARD
.
3.1
Grant of Units.
On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Total Number of Units set
forth in the Grant Notice, subject to adjustment as provided in Section 9. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock.
3.2
No Monetary Payment Required.
The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a
condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit.
Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the
shares of Stock issued upon settlement of the Units.
4.
V
ESTING
OF
U
NITS
.
Units acquired pursuant to this Agreement shall become Vested Units as provided in the Grant Notice.
5.
C
OMPANY
R
EACQUISITION
R
IGHT
.
5.1
Grant of Company Reacquisition Right.
Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the
Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units
(
“Unvested Units”
)
, and the Participant shall not be entitled to any payment therefor (the
“Company Reacquisition Right”
).
5.2
Ownership Change Event,
Non-Cash
Dividends, Distributions and Adjustments
.
Upon the
occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in
Section 9, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the
Participant’s ownership of Unvested Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Units” and “Unvested Units” for all purposes of the Company Reacquisition Right with
the same force and effect as the Unvested Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Units following an Ownership Change Event,
dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and
after any such event.
6.
S
ETTLEMENT
OF
THE
A
WARD
.
6.1
Issuance of Shares of Stock
.
Subject to the provisions of Section 6.3, the Company shall issue to the Participant within 30 days
of the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. The Settlement Date with respect to a Unit shall be the date on which such Unit becomes a Vested Unit as provided by the Grant Notice (an
“
Original Settlement Date
”
); provided, however, that if the tax withholding obligations of a Participating Company, if any, will not be satisfied by the share withholding method described in Section 7.3
and the Original Settlement Date would occur on a date on which a sale by the Participant of the shares to be issued in settlement of the Vested Units would violate the Trading Compliance Policy of the Company, then the Settlement Date for such
Vested Units shall be deferred until the next day on which the sale of such shares would not violate the Trading Compliance Policy, but in any event shall be on or before the last day of the calendar year that includes the Original Settlement Date,
provided that if such later Settlement Date is permitted without triggering adverse tax consequences under Section 409A of the Code, the Settlement Date may occur not later than the 15th day of the third calendar month following calendar year
of the Original Settlement Date. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7 or the Company’s
Trading Compliance Policy.
6.2
Beneficial Ownership of Shares; Certificate Registration
.
The Participant hereby authorizes the
Company, in its sole discretion, to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form, or to
deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by the
Participant shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.
6.3
Restrictions on
Grant of the Award and Issuance of Shares
.
The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with
respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any
stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such
requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable
law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
6.4
Fractional
Shares
.
The Company shall not be required to issue fractional shares upon the settlement of the Award.
7.
T
AX
W
ITHHOLDING
.
7.1
In General.
At the time the Grant Notice is executed, or at any time thereafter as
requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state,
local and foreign tax (including any social insurance) withholding obligations of the Participating Company, if any, which arise in connection with the Award, the vesting of Units or the issuance of shares of Stock in settlement thereof. The Company
shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company have been satisfied by the Participant.
7.2
Assignment of Sale Proceeds.
Subject to compliance with applicable law and the Company’s Trading Compliance Policy, if permitted by the
Company, the Participant may satisfy the Participating Company’s tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company
of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units.
7.3
Withholding in Shares.
The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a
Participating Company’s tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a fair market value, as determined by the Company as
of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable statutory withholding rates if required to avoid liability classification of the Award under
generally accepted accounting principles in the United States. Any determination by the Company with respect to whether to permit the withholding of shares of Stock to satisfy the tax withholding obligation shall be made by the Committee if the
Participant is subject to Section 16 of the Exchange Act.
8.
E
FFECT
OF
C
HANGE
IN
C
ONTROL
.
In the event of a Change in Control, the Award shall be subject to and
treated as set forth in Section 13 of the Plan.
9.
A
DJUSTMENTS
FOR
C
HANGES
IN
C
APITAL
S
TRUCTURE
.
The Award shall be subject to and treated as set forth in Section 4.3 of the
Plan.
10.
R
IGHTS
AS
A
S
TOCKHOLDER
, D
IRECTOR
, E
MPLOYEE
OR
C
ONSULTANT
.
The Participant shall have no rights as a stockholder with respect to any shares
which may be issued in settlement of this Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as
otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon
the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time.
11.
L
EGENDS
.
The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing
shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the
Participant in order to carry out the provisions of this Section.
12.
C
OMPLIANCE
WITH
S
ECTION
409A
.
It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result
in Section 409A Deferred Compensation shall comply in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good
faith) to avoid the unfavorable tax consequences provided therein for
non-compliance.
In connection with effecting compliance with or an exemption from Section 409A, the following shall apply:
12.1
Separation from Service; Required Delay in Payment to Specified Employee.
Notwithstanding anything set forth herein to the contrary, no amount
payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes Section 409A Deferred Compensation shall be paid unless and until the Participant has incurred a “separation from
service” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the
“
Section
409A Regulations
”
). Furthermore, to the extent that
the Participant is a “specified employee” within the meaning of the Section 409A Regulations as of the date of the Participant’s separation from service, no Section 409A Deferred Compensation which is payable on account
of the Participant’s separation from service shall be paid to the Participant before the date (the
“
Delayed Payment Date
”
) which is first day of the seventh month after the date of the
Participant’s separation from service or, if earlier, the date of the Participant’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be
accumulated and paid on the Delayed Payment Date.
12.2
Other Changes in Time of Payment.
Neither the Participant nor the Company shall take any
action to accelerate or delay the payment of any benefits under this Agreement in any manner which would not be in compliance with the Section 409A Regulations.
12.3
Installment Payments
. It is the intent that any right of Participant to receive installment payments (within the meaning of Section 409A)
with respect to the Units subject to this Agreement shall, for all purposes of Section 409A, be treated as a right to a series of separate payments.
12.4
Amendments to Comply with Section
409A; Indemnification.
Notwithstanding any other provision of this Agreement to the contrary,
the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the
Company, in its discretion, to be necessary or appropriate to comply with or be exempt from the Section 409A Regulations without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its
directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of
the application of Section 409A.
12.5
Advice of Independent Tax Advisor.
The Company has not obtained a tax ruling or other confirmation from
the Internal Revenue Service with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Agreement will avoid adverse tax consequences to the Participant, including as a result of the
application of Section 409A to the Award. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Agreement and is not relying upon any
representations of the Company or any of its agents as to the effect of or the advisability of entering into this Agreement.
13.
M
ISCELLANEOUS
P
ROVISIONS
.
13.1
Termination or Amendment.
The Committee may terminate or amend the Plan or this Agreement at any
time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may have a materially adverse effect on the Participant’s rights under this Agreement without the
consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. No amendment or addition to this Agreement shall be effective
unless in writing.
13.2
Nontransferability of the Award.
Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this
Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal
representative.
13.3
Further Instruments.
The parties hereto agree to execute such further instruments and to take such further action as may
reasonably be necessary to carry out the intent of this Agreement.
13.4
Binding Effect.
This Agreement shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.
13.5
Delivery of Documents and Notices.
Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the
e-mail
address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally
recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the
other party.
(a)
Description of Electronic Delivery and Signature.
The Plan documents, which may include but do not necessarily include:
the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the
Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via
e-mail
or such other means of electronic delivery
specified by the Company. Any and all such documents and notices may be electronically signed.
(b)
Consent to Electronic Delivery and
Signature.
The Participant acknowledges that the Participant has read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice, as
described in Section 13.5(a). The Participant agrees that any and all such documents requiring a signature may be electronically signed and that such electronic signature shall have the same effect as handwritten signature for the purposes of
validity, enforceability and admissibility. The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in
writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must
provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents
described in Section 13.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised
e-mail
address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.5(a).
13.6
Repayment/Forfeiture.
Any benefits Participant may receive hereunder shall be subject to
repayment or forfeiture as required to comply with (a) any applicable listing standards of a national securities exchange on which the Company’s securities are listed or as otherwise required by Section 954 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, including Rule
10D-1
of the Exchange Act, (b) other applicable U.S. laws, and the applicable laws of any other jurisdiction, (c) the Company’s. Incentive Compensation Repayment Policy, or (d) any other
repayment or forfeiture policies adopted by the Company, each to the extent determined by the Company in its discretion to be applicable to Participant.
13.7
Integrated Agreement.
The Grant Notice, this Agreement and the Plan, together with the Superseding Agreement, if any, shall constitute the entire
understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among
the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and
shall remain in full force and effect.
13.8
Applicable Law.
This Agreement shall be governed by the laws of the State of Delaware as such laws are
applied to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware.
13.9
Counterparts.
The
Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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EX-10.2
3
d126485dex102.htm
EX-10.2
EX-10.2
Exhibit 10.2
HADRON ENERGY, INC.
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(U.S. Participants)
Hadron Energy, Inc.,
a Delaware corporation (the
“
Company
”
) has granted to the Participant an award (the
“
Award
”
) of certain units pursuant to the Hadron Energy, Inc. 2026 Equity Incentive
Plan (the
“
Plan
”
), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock, as follows:
Participant:
Employee
ID:
Date of Grant:
Total Number of Units:
(each a “
Unit
”), subject to adjustment as provided by the Restricted Stock Units Agreement.
Vesting Start Date:
[February 15, [____]][May 15, [____]][August 15, [____]][November 15, [____]]
Settlement Date:
Except as provided by the Restricted Stock Units Agreement, the date on which a Unit becomes a Vested Unit.
Vested Units:
Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the applicable date, the number of Vested Units (disregarding any resulting
fractional Unit) shall cumulatively increase on each respective date set forth below by the Vested Ratio set forth opposite such date, as follows
Vesting Date
Vested Ratio
Prior to first anniversary of Vesting Start Date
0
On first anniversary of Vesting Start Date (the “Initial Vesting Date”)
1/4
On each three-
(3-)
month anniversary of the Vesting Start Date following the Initial Vesting Date until the Vested Ratio equals 1/1
1/16
Superseding Agreement:
None.
By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and
the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Restricted Stock Units Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. The
Participant acknowledges that copies of the Plan, the Restricted Stock Units Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the
Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Restricted Stock Units Agreement and the Plan, and hereby accepts the Award subject to all of their
terms and conditions.
HADRON ENERGY, INC.
PARTICIPANT
By:
Samuel Gibson
Signature
Chief Executive Officer
Date
Address:
Address
ATTACHMENTS: 2026 Equity Incentive Plan, Restricted Stock Units Agreement and Plan Prospectus

----- d126485dex103.htm -----
EX-10.3
4
d126485dex103.htm
EX-10.3
EX-10.3
Exhibit 10.3
HADRON ENERGY, INC.
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(U.S. Participants –
Non-Employee
Directors)
Hadron Energy, Inc., a Delaware corporation (the
“
Company
”
) has granted to the Participant an award (the
“
Award
”
) of certain units pursuant to the Hadron Energy, Inc. 2026 Equity Incentive Plan (the
“
Plan
”
), each of which represents the right to receive on the applicable
Settlement Date one (1) share of Stock, as follows:
Participant:
Date of Grant:
Total Number of Units:
(each a “
Unit
”), subject to adjustment as provided by the Restricted Stock Units Agreement.
Settlement Date:
Except as provided by the Restricted Stock Units Agreement, the date on which a Unit becomes a Vested Unit.
Vesting Start Date:
[February 15, [____]][May 15, [____]][August 15, [____]][November 15, [____]]
Vested Units:
Except as provided in the Restricted Stock Units Agreement or this Grant Notice and provided that the Participant’s Service has not terminated prior to the applicable date, the number of Vested Units (disregarding
any resulting fractional Unit) shall cumulatively increase on each respective date set forth below by the Vested Percentage set forth opposite such date, as follows:
Vesting Date
Vested
Percentage
Prior to the three-
(3-)
month anniversary of Vesting Start Date
0%
On the three-
(3-)
month anniversary of Vesting Start Date (the “
Initial Vesting Date
”)
[25%]
On the
Six-
(6-)
month anniversary of Vesting Start Date
[25%]
On the nine-
(9-)
month anniversary of Vesting Start Date
[25%]
On the twelve-
(12-)
month anniversary of Vesting Start Date
[25%]
Superseding Agreement:
None.
By their signatures below or by electronic acceptance or authentication in a form authorized by the Company,
the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Restricted Stock Units Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if
any. The Participant acknowledges that copies of the Plan, the Restricted Stock Units Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to
the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Restricted Stock Units Agreement and the Plan, and hereby accepts the Award subject to all of
their terms and conditions.
HADRON ENERGY, INC.
PARTICIPANT
By:
Samuel Gibson
Signature
Chief Executive Officer
Date
Address:
Address
ATTACHMENTS: 2026 Equity Incentive Plan, Restricted Stock Units Agreement and Plan Prospectus