Exhibit 10.2
SIXFLAGSENTERTAINMENTCORPORATION2024OMNIBUS INCENTIVEPLAN
PERFORMANCESTOCKUNITAWARDDECLARATION
This Performance Stock Unit Award Declaration (“Declaration”) is made pursuant to the terms and conditionsoftheSixFlagsEntertainmentCorporation2024OmnibusIncentivePlan(the“Plan”),including(without limitation)Sections9and10,theprovisionsofwhichareincorporatedintothisDeclarationbyreference. Capitalized terms used herein shall have the meanings used in the Plan, unless indicated otherwise.
1.Performance Award in General. The Participant’s Performance Stock Unit Award (the “Award”) is outlinedintheattachedNoticeofPSUofSixFlagsEntertainmentCorporation(the“Notice”),theprovisionsofwhich are incorporated into this Declaration by reference. The target number of potential Performance Stock Units for this Award(the“TargetNumber”)fortheperformanceperiodspecifiedin ExhibitA(the“PerformancePeriod”)isthe numbersetforthunderthe“ShareAmount”captionintheNotice.UnderthisAward,theParticipantshallbeeligible toreceiveuptoamaximumnumberofpotentialPerformanceStockUnits(the“MaximumNumber”)equalto200% of the Target Number of potential Performance Stock Units for the Performance Period, as determined and adjusted pursuant to the performance goals and objectives as specified on Exhibit A(the “Performance Objectives”) and as setforthinSection2ofthisDeclaration;providedthatexceptasotherwiseprovidedinthisDeclaration (i)thenumber of Performance Stock Units to be paid will depend on the level of attainment of the Performance Objectives during thePerformancePeriodasdeterminedbytheCommitteefollowingtheendofthePerformancePeriod, and (ii) Participant must remain in the continuous Service through the Payment Date as defined in and subject to Section 2 ofthis Declaration.Dividend Equivalent Rights on the sharesof Common Stock that may be earned under this Award shall accrue and be accumulated until the end of the applicable Performance Period, if and to the extent the Company makes dividends on its shares of Common Stock during such Performance Period, pursuant to the provisions of Section 2 hereof.
2.PaymentDate.
A.If the performance goals set forth in the Performance Objectives are achieved during the Performance Period, any potential Performance Stock Units under this Award that become payable under Section 1 shall be paidinalumpsuminsharesofCommonStock,andDividendEquivalentRightsonsuchnumberofPerformance Stock Units that become payable, if and to the extent the Company makes dividends on its shares of Common Stock after the grant date and prior to payment of the Performance Stock Units (which for purposes of this Declaration shall be deemed to have been reinvested), shall be paid in a lump sum in shares of Common Stock within the first seventy-four (74) days following the end of the Performance Period (the actual date of payment is referred to herein as the “Payment Date”);providedthat the Participant must be continuously in Service throughoutthePerformancePeriodandfromthelastdayofthePerformancePeriodthroughthePaymentDateor will forfeithis or her entire Award, except asdescribed in Section 2 ofthis Declaration. The 74thday following the end of the Performance Period is referenced under the “Vesting Date” caption in the Notice; however, the vesting or forfeiture of this Award and any potential shares of Common Stock hereunder shall be governed by and determined in accordance with the provisions in this Declaration.
B.If Participant is party to an employment agreement with the Company (the “employment agreement”), and Participant experiences a termination of employment with respect to which Participantbecomes eligible for vesting or payment of all or a portion of this Award under the employment agreement, then the applicable provisions of the employmentagreement shall apply to the extent provided therein and shall govern and control over any conflicting term or provision of this Declaration during the applicable period under the employment agreement,subjecttothereleaseprovisionsandanyotherterms,conditionsandrequirementsoftheemployment agreement.Any change in control provisions within Section 6 of the Participant’s employment agreement with theCompanyshallapplytothisAwardinlieuof,andshallgovernandcontrolover,Section12ofthePlanduring the applicable period under the employment agreement.
C.If Participant is and remains a participant under the Cedar Fair, L.P. Executive and Management SeverancePlan(such Executiveand ManagementSeverancePlan,oranysuccessor plan thereto,asamended
fromtimetotime, the“SeverancePlan”):(i)ifParticipantexperiencesa QualifyingTermination withrespectto which Participant becomes eligible for vesting or payment of all or a portionof this Award under the Severance Plan,thentheprovisionsoftheSeverancePlanshallapplyandshallgovernandcontroloveranyconflictingterm or provision of this Declaration, subject to the release provisions and any other terms, conditions and other requirements of the Severance Plan; and (ii) in the event of a Change in Control (as such term is defined in the Plan), the terms of Section 12 of the Plan shall apply and shall govern and control over any conflicting term of this Declaration.
D.ExceptaspermittedbySection409A(oranexceptionthereto),thisDeclarationortheapplicable provisions of the employment agreement or Severance Plan, no payment shall be accelerated.
3.Tax Matters and Withholding. To the extent permitted by applicable securities laws, the Company, the Participant’s employer or their agent(s) shall withhold allrequired local, state, federal, and other taxes and any other amountrequired to be withheld byanygovernmental authority or lawfrom the shares of Common Stock issued, and Dividend Equivalent Rights paid, pursuant to the Award, and shares of Common Stock issued hereunder shall be retainedby,surrenderedbacktoorreacquiredbytheCompanyoranAffiliateasnecessaryinordertoaccomplishthe foregoing, with the number of shares of Common Stock to be delivered on the Payment Date being reduced accordingly. The number of shares of Common Stock to be withheld shall have a Fair Market Value equal to the amount required to be withheld as of the date that the amount is withheld. The Participant will execute such other documentation as may be necessary or appropriate to accomplish the foregoing. Prior to such withholding, in accordance with procedures established by or agreement of the Committee or the Participant’s employer, the Participantmayarrangetopayallapplicablewithholdingsincashontheduedateofsuchwithholdings.Totheextent applicable law does not permit the withholding of shares of Common Stock, the Participant shall pay all applicable withholdings in cash on the due date of such withholdings.
4.Clawback. In accordance with Section 13.3 of the Plan, by accepting the Performance Stock Units, the Participant acknowledges that the Participant is fully bound by, and subject to all of the terms and conditions of, the Clawback Policy, and the Grantee agrees to abide by the terms of the Company’s Clawback Policy and is otherwise subject to any clawback, recovery or recoupment arrangements or policies the Company has in place from time to time.TotheextentthattheCommitteedeterminesthatalloranyportionofthePerformance Stock Unitsortheshares of Common Stock issued and Dividend Equivalent Rights paid on settlement thereof (or the value of those shares) must be cancelled, forfeited, repaid, or otherwise recovered by the Company, the Participant shall promptly take whateveractionisnecessarytoeffectuate suchcancellation, forfeiture, repayment, orrecovery. Norecoveryofall or aportionofthe Performance Stock UnitsorthesharesofCommonStockissuedandDividendEquivalentRightspaid on settlement thereof under the Clawback Policy will be an event giving rise to a right to resign for Good Reason under any agreement with the Company. In the event of any conflict between the terms of the Clawback Policy and the terms of the Plan or this Declaration, the terms of the Clawback Policy shall govern.
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IN WITNESSWHEREOF, Six FlagsEntertainmentCorporation hascausedthis Declaration tobeexecuted by its duly authorized officer as approved by the Committee and the Participant has executed this Declaration as of the day and year below written.
SIX FLAGSENTERTAINMENTCORPORATION
/s/ Ash Walia
By:AshWalia
Title: Chief Financial Officer
Date:7/28/2026
PARTICIPANT
Name:
Title:
Date:
A copy of the Six Flags Entertainment Corporation 2024 Omnibus Incentive Plan Information Statement is available for review on the Six Flags Intranet link at [ ]under“DocumentShare”,andacopyofthemost current Form 10-K is available for review at [ ].
ExhibitA
PerformanceObjectives
Seeattached.
NoticeofPSUofSixFlagsEntertainmentCorporation
CompanyName
Plan
ParticipantId
Participant Name
ParticipantId
Participant Address
Grant/AwardType
ShareAmount
Grant/AwardDate
VESTINGSCHEDULE
VestingDate No.ofShares Percent