Compensation Plan Sample Contracts

Puradyn Filter Technologies – Puradyn Filter Technologies Incorporated 2018 Equity Compensation Plan (April 16th, 2018)
Epsilon Energy Ltd. – Epsilon Energy Ltd. Share Compensation Plan (April 13th, 2018)
Amendment No. 1 to the Amended and Restated Lawson Products, Inc. 2009 Equity Compensation Plan (April 11th, 2018)

This Amendment No. 1 to the Lawson Products, Inc. 2009 Equity Compensation Plan (as Amended and Restated Effective May 13, 2014) (the Plan) is made effective as of the 9th day of April 2018.

Blastgard International Inc – Highcom Global Security, Inc. 2018 Employee Benefit and Consulting Services Compensation Plan (April 9th, 2018)
Foot Locker Executive Incentive Cash Compensation Plan (April 3rd, 2018)

The Compensation and Management Resources Committee of the Board of Directors of Foot Locker, Inc. ("Foot Locker" or the "Company") has adopted the Foot Locker Executive Incentive Cash Compensation Plan (the "Plan") as of March 28, 2018.

InPoint Commercial Real Estate Income, Inc. – Inpoint Commercial Real Estate Income, Inc. Independent Directors Compensation Plan (March 14th, 2018)
Mistras Group Inc – Compensation Plan for Non-Employee Directors Effective February 28, 2017 (March 14th, 2018)
S.Y. Bancorp, Inc. – Amendment No. 1 to the Stock Yards Bancorp 2015 Omnibus Equity Compensation Plan (March 13th, 2018)

This is Amendment No. 1 to the Stock Yards Bancorp 2015 Omnibus Equity Compensation Plan (the "Plan"), which amendment shall be effective as of March 21, 2017, the date that it is approved by the Board of Directors of the Company ("Effective Date").

Variable Compensation Plan - Fiscal Year 2019 (March 13th, 2018)

The compensation philosophy of NVIDIA Corporation (the "Company") is to attract, motivate, retain and reward its management through a combination of base salary and performance based compensation. Certain Senior Officers, as defined below (collectively, the "Participants"), who are employed at the Company during fiscal year 2019 and, unless otherwise determined by the Compensation Committee (the "Committee"), are employees of the Company through the date that any amounts earned hereunder are paid, will be eligible to earn compensation under the Fiscal Year 2019 Variable Compensation Plan (the "Plan"). The Plan is designed to award compensation for performance in fiscal year 2019 to a Participant if the Company achieves certain corporate performance goals (the "Performance Goals").

Cortendo AB – Strongbridge Biopharma Plc 2015 Non-Employee Director Equity Compensation Plan (March 12th, 2018)

This STOCK OPTION AWARD AGREEMENT (the "Agreement"), dated as of [date] (the "Date of Grant"), is delivered by Strongbridge Biopharma plc (the "Company") to [name] (the "Grantee").

Cortendo AB – Strongbridge Biopharma Plc 2015 Equity Compensation Plan (March 12th, 2018)

The purpose of the Strongbridge Biopharma plc 2015 Equity Compensation Plan (the "Plan") is to provide (i) designated employees of Strongbridge Biopharma plc (the "Company") and its parents and subsidiaries; (ii) certain consultants and advisors who perform services for the Company or its parents or subsidiaries; and (iii) non-employee members of the Board of Directors of the Company (the "Board") with the opportunity to receive grants of incentive stock options, nonqualified stock options and stock awards. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefitting the Company's shareholders, and will align the economic interests of the participants with those of the shareholders.

Cortendo AB – Strongbridge Biopharma Plc 2015 Equity Compensation Plan (March 12th, 2018)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated as of [DATE], (the "Date of Grant") is delivered by Strongbridge Biopharma plc (the "Company"), to [NAME] (the "Grantee").

Cortendo AB – Strongbridge Biopharma Plc 2015 Equity Compensation Plan (March 12th, 2018)

This INCENTIVE STOCK OPTION AWARD AGREEMENT (the "Agreement"), dated as of [_________________] (the "Date of Grant"), is delivered by Strongbridge Biopharma plc (the "Company") to [_____________________] (the "Grantee").

Cortendo AB – Strongbridge Biopharma Plc 2015 Equity Compensation Plan Nonqualified Stock Option Award (March 12th, 2018)

This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the "Agreement"), dated as of _______________ (the "Date of Grant"), is delivered by Strongbridge Biopharma plc (the "Company") to [NAME] (the "Grantee").

Cortendo AB – Strongbridge Biopharma Plc Non-Employee Director Equity Compensation Plan (March 12th, 2018)

The purpose of the Strongbridge Biopharma plc Non-Employee Director Equity Compensation Plan (the "Plan") is to provide non-employee members of the Board of Directors (the "Board") of Strongbridge Biopharma plc (the "Company") with the opportunity to receive grants of nonqualified stock options and stock awards. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefitting the Company's shareholders, and will align the economic interests of the participants with those of the shareholders.

ACNB Corporation – ACNB Bank Variable Compensation Plan Developed By: Compensation Committee ACNB Corporation Gettysburg, Pennsylvania Effective Date: January 1, 2014 Amendment Effective Date: January 1, 2018 (March 9th, 2018)

The purpose of the Variable Compensation Plan is to make the potential to earn additional compensation available to directors and employees who, through high levels of performance, contribute to the long-term success and profitability of ACNB Corporation and its banking subsidiary, ACNB Bank. The Plan and its guidelines are designed to support the Banks organizational objectives and financial goals, as defined by the ACNB Corporation Strategic and Financial Plans, by making available additional, variable and contingent compensation, in the form of cash awards, equity awards (in the form of ACNB Corporation shares), or both.

Donaldson Company, Inc. Compensation Plan for Non-Employee Directors (March 9th, 2018)

The Board of Directors of Donaldson Company, Inc. (the "Company") has adopted stock ownership guidelines attached hereto as Exhibit A because it believes that it is in the best interests of the Company and its stockholders for non-employee directors of the Company to have a significant equity interest in the Company in order to align their financial interests with those of the Company's stockholders. The Company has previously established an automatic equity grant program and a deferred compensation program for non-employee directors, both of which are intended to assist non-employee directors in meeting the Company's stock ownership guidelines. Set forth in writing below are the provisions of both programs combined into one restated plan document entitled the Donaldson Company, Inc. Compensation Plan for Non-Employee Directors (hereinafter, the "Plan").

RREEF Property Trust, Inc. – Rreef Property Trust, Inc. Amended and Restated Independent Directors Compensation Plan (March 7th, 2018)
CERNER CORPORATION 2018 PERFORMANCE COMPENSATION PLAN (Effective January 1, 2018) (March 6th, 2018)

Basic Function. The Plan establishes certain parameters pursuant to which Cerner Corporation (the "Company") may make performance awards to key associates and officers (including executive officers) of the Company and its subsidiaries, based on the performance of the Company or certain subsidiaries or business units and/or the job performance of the individual associates in question. This Plan may be utilized for all forms and types of compensatory arrangements, awards, programs or plans (equity or cash-compensation based) sponsored or maintained by the Company (the "Awards"). The Plan also provides for the establishment of payment, exercise, settlement or other vesting-related terms for equity-based Awards that may be made under a Company-sponsored equity compensation plan. Awards, if granted, may be paid, settled, exercised or become vested, as the case may be, on a monthly, quarterly, annual or any other applicable performance period established by the Company (an "Incentive Period

Eastman Chemical Company Performance Share Award Subplan of the 2017 Omnibus Stock Compensation Plan 2018-2020 Performance Period (March 1st, 2018)
2007 Omnibus Equity Compensation Plan Variable Compensation Stock Unit Award Program Subplan (March 1st, 2018)

Investment Technology Group, Inc. (the "Company"), pursuant to Section 6 of its Variable Compensation Stock Unit Award Program Subplan (the "Program"), hereby grants to you as a Participant under the Program, Stock Units representing a generally nontransferable right to receive one share of Company Stock with respect to each underlying Stock Unit at a specified future date (the "Grant"), subject to all of the terms and conditions as set forth herein, the Program and the Investment Technology Group, Inc. 2007 Omnibus Equity Compensation Plan (the "Plan").1 Notwithstanding any provision of the Program, no Dividend Equivalents shall be credited on the Stock Units. All capitalized terms herein that are not otherwise defined shall have the meanings ascribed to such terms in the Program or Plan, as applicable.

Eastman Chemical Company 2017 Omnibus Stock Compensation Plan Award Notice for Grant of Nonstatutory Stock Option (March 1st, 2018)

This Award Notice for the Grant of Nonstatutory Stock Option (this "Award Notice") by and between Eastman Chemical Company (the "Company") and the Grantee named above (referred to below as "you") evidences the grant by the Company of a Nonstatutory Stock Option (the "Option") to you on the date stated above (the "Grant Date") and your acceptance of such Option in accordance with the provisions of the Eastman Chemical Company 2017 Omnibus Stock Compensation Plan, as amended from time to time (the "Plan").

SOTHEBY'S STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (As Amended and Restated Effective May 7, 2015) (March 1st, 2018)
Eastman Chemical Company 2017 Omnibus Stock Compensation Plan Award Notice for Grant of Restricted Stock Units (March 1st, 2018)

This Award Notice for the Grant of Restricted Stock Units (this "Award Notice") by and between Eastman Chemical Company ("Company") and the Grantee named above (referred to below as "you") evidences the grant by the Company of Restricted Stock Units ("RSUs" or the "Award") to you on the date stated above (the "Grant Date") and your acceptance of such RSUs in accordance with the provisions of the Eastman Chemical Company 2017 Omnibus Stock Compensation Plan, as amended from time to time (the "Plan").

Eastman Chemical Company 2017 Omnibus Stock Compensation Plan Award Notice for Grant of Restricted Stock Units (March 1st, 2018)

This Award Notice for the Grant of Restricted Stock Units (this "Award Notice") by and between Eastman Chemical Company ("Company") and the Grantee named above (referred to below as "you") evidences the grant by the Company of Restricted Stock Units ("RSUs" or the "Award") to you on the date stated above (the "Grant Date") and your acceptance of such RSUs in accordance with the provisions of the Eastman Chemical Company 2017 Omnibus Stock Compensation Plan, as amended from time to time (the "Plan").

Axis Capital Holdings Limited 2017 Long-Term Equity Compensation Plan (February 28th, 2018)

You (the "Participant") have been granted an award of Restricted Stock Units (the "Award") with a value based on ordinary shares, par value $0.0125 per share ("Shares"), of AXIS Capital Holdings Limited, a Bermuda company (the "Company"), pursuant to the AXIS Capital Holdings Limited 2017 Long-Term Equity Compensation Plan (the "Plan"). The date of grant of the Award (the "Award Date"), the vesting start date (the "Vesting Start Date") and the number of Restricted Stock Units subject to the Award (the "Award Units") are as set forth in your restricted stock unit account maintained on the Morgan Stanley Benefit Access website or such other website as may be designated by the Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited (the "Committee"). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered to you) on the terms and conditions set forth herein the Award Units.

Axis Capital Holdings Limited 2017 Long-Term Equity Compensation Plan (February 28th, 2018)

You (the "Participant") have been granted an award of Restricted Stock Units (the "Award") with a value based on ordinary shares, par value $0.0125 per share ("Shares"), of AXIS Capital Holdings Limited, a Bermuda company (the "Company"), pursuant to the AXIS Capital Holdings Limited 2017 Long-Term Equity Compensation Plan (the "Plan"). The date of grant of the Award (the "Award Date"), the vesting start date (the "Vesting Start Date") and the base number of Restricted Stock Units subject to the Award (the "Target Number") are as set forth in your restricted stock unit account maintained on the Morgan Stanley Benefit Access website or such other website as may be designated by the Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited (the "Committee"). The actual number of Restricted Stock Units that you will be eligible to earn with respect to this Award (the "Award Units"), subject to meeting the applicable service and performance vesting requirements, w

Fifth Amendment to the Amended and Restated Outside Directors Stock Based Compensation Plan (February 26th, 2018)

This Fifth Amendment to the Amended and Restated Outside Directors Stock Based Compensation Plan ("Amendment") is adopted by Black Hills Corporation ("Company") effective the 1st day of January, 2018.

TELEPHONE AND DATA SYSTEMS, INC. Amended and Restated Compensation Plan for Non-Employee Directors Dated December 7, 2017 (February 26th, 2018)

The Board of Directors and shareholders of Telephone and Data Systems, Inc. (the "Company") previously adopted a Restated Compensation Plan for Non-Employee Directors dated as of March 8, 2013 (the "2013 Restated Plan").

Church & Dwight Co., Inc. Amended and Restated Compensation Plan for Directors (February 23rd, 2018)
Rollins Inc. – Written Description of Rollins, Inc. Performance-Based Incentive Cash Compensation Plan for Executive Officers (February 22nd, 2018)

The material terms of the Rollins, Inc. The Performance-Based Incentive Cash Compensation Plan for Executive Officers (the "2018 Cash Incentive Plan"), which is not evidenced by any written document, are summarized below.

Equity Compensation Plan (February 22nd, 2018)
Idaho Power Co – NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN (As Amended November 16, 2017) (February 22nd, 2018)

The purpose of the IDACORP, Inc. Non-Employee Directors Stock Compensation Plan is to provide ownership of the Company's stock to non-employee members of the Board of Directors and to strengthen the commonality of interest between directors and shareholders.

Ally Financial Inc. – Non-Employee Directors Equity Compensation Plan (February 21st, 2018)
Enbridge Inc. Directors' Compensation Plan (February 16th, 2018)