Note 11 – Restricted Stock Units (RSU)

On February 24, 2017, our BOD adopted the 2017 Omnibus Stock Plan (2017 Plan) effective May 25, 2017. The shareholders of the Company approved the 2017 Plan at the May 25, 2017 Annual Meeting of Shareholders. The purpose of the 2017 Plan was to enable Nuvera and its subsidiaries to attract and retain talented and experienced people, closely link employee compensation with performance realized by shareholders, and reward long-term results with long-term compensation. The 2017 Plan enables the Company to grant stock incentive awards to current and new employees, including officers, and to Board members and service providers. The 2017 Plan permits stock incentive awards in the form of options (incentive and non-qualified), stock appreciation rights, restricted stock, RSUs, performance stock, performance units, and other awards in stock or cash. The 2017 Plan permits the issuance of up to 625,000 shares of our Common Stock in any of the above stock awards.

Starting in 2018, and each subsequent year following 2018, our BOD and Compensation Committee granted and will grant awards to the Company’s executive officers under the 2017 Plan. We recognize share-based compensation expense for these RSUs over the vesting period of the RSUs’ which is determined by our BOD. Each executive officer received or will receive time-based RSUs and performance-based RSUs. The time-based RSUs are computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock on a date set by the BOD, and will vest over a three-year period based on the executive officer being employed by the Company on the vesting date. The performance-based RSUs are also computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock on a date set by the BOD, and will vest over a three-year period based on the Company attaining an average Return on Invested Capital (ROIC) over that three year period. The ROIC target is set by the BOD. The executive officer must also be employed by the Company on the vesting date to receive the performance-based RSUs. Executive officers may earn more or less performance-based RSU’s based on if the actual ROIC over the time period is more or less than target. Upon vesting of either time-based or performance-based RSUs, the executive officers will be able to receive Common Stock in the Company in exchange for the RSUs.

RSUs currently issued or forfeited is as follows:

Restricted Stock Units Issued/(Forfeited)

			Targeted Performance-Based RSU's	Closing Stock Price
	Time-Based RSU's					Vesting Date
	Time-Based RSU's					Vesting Date
Balance at December 31, 2016		-	-
Issued		6,077	-	$	13.00	12/31/2019
Excercised		-	-
Forfeited		-	-
Balance at December 31, 2017		6,077	-
Issued		4,044	5,750	$	17.00	12/31/2020
Excercised		-	-
Forfeited		(1,404)	(750)
Balance at December 31, 2018		8,717	5,000
Issued		3,172	4,781	$	19.26	12/31/2021
Excercised		-	-
Forfeited		-	-
Balance at March 31, 2019		11,889	9,781