Compensation Plan Sample Contracts

Skyworks Solutions, Inc. Cash Compensation Plan for Directors (July 20th, 2018)

Directors who are not employees of Skyworks Solutions, Inc. (the "Company"), are paid an annual retainer of $70,000. Additional annual retainers are paid to any non-employee Chairman of the Board ($130,000); the Lead Independent Director, if one has been appointed ($50,000); the Chairman of the Audit Committee ($30,000); the Chairman of the Compensation Committee ($20,000); and the Chairman of the Nominating and Governance Committee ($15,000). Additional annual retainers are also paid to directors who serve on committees in roles other than as Chairman as follows: Audit Committee ($12,000); Compensation Committee ($10,000); and Nominating and Corporate Governance Committee ($5,000). All retainers are paid in quarterly installments. In addition, the Compensation Committee retains discretion to recommend to the full Board of Directors that additional cash payments be made to a non-employee director(s) for extraordinary service during a fiscal year.

Smartmetric Inc – Smartmetric, Inc. 2018 Professional/Consultant Stock Compensation Plan (July 18th, 2018)
Pacific City Financial Corp – Pacific City Financial Corporation 2013 Equity Based Compensation Plan, as Amended (July 17th, 2018)
Ra Medical Systems, Inc. – Ra Medical Systems, Inc. 2018 Stock Compensation Plan (July 16th, 2018)
Standard Diversified Opportunities Inc. 2017 Omnibus Equity Compensation Plan (July 13th, 2018)

Effective as of the Effective Date (as defined below), the Standard Diversified Opportunities Inc. 2017 Omnibus Equity Compensation Plan (the "Plan") is hereby established as a successor to the 2000 Stock Incentive Plan (the "2000 Plan"). As of the Effective Date, no additional grants shall be made under the 2000 Plan. Outstanding grants under the 2000 Plan shall continue in effect according to their terms as in effect before the Effective Date, consistent with the 2000 Plan, and the shares with respect to outstanding grants under the 2000 Plan shall be issued or transferred under the 2000 Plan.

DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS OF RAVEN INDUSTRIES, INC. (As Amended and Restated Effective July 11, 2018) (July 12th, 2018)

THIS DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS OF RAVEN INDUSTRIES, INC., as Amended and Restated Effective July 11, 2018 (the "Plan"), is hereby adopted by Raven Industries, Inc., a South Dakota corporation (the "Company").

BioNano Genomics, Inc – BioNano Genomics, Inc. Amended and Restated 2006 Equity Compensation Plan NOTICE OF STOCK OPTION GRANT (June 28th, 2018)

By clicking the ACCEPT button below, you and the Company agree that this option is granted under and governed by the terms and conditions of the BioNano Genomics, Inc. Amended and Restated 2006 Equity Compensation Plan (the Plan), the Option Agreement and any ancillary documents, all of which you can access through a link from this Notice of Grant and made a part of this document. Before you may electronically sign this Notice of Grant, you must click on and review the linked Plan, Option Agreement and any ancillary documents. PLEASE BE SURE TO READ THE OPTION AGREEMENT, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION, INCLUDING INFORMATION CONCERNING CANCELLATION AND TERMINATION OF THIS OPTION.

BioNano Genomics, Inc – Bionano Genomics, Inc. Amended and Restated 2006 Equity Compensation Plan (June 28th, 2018)

The purpose of the BioNano Genomics, Inc. Amended and Restated 2006 Equity Compensation Plan (the Plan) is to provide (i) designated employees of BioNano Genomics, Inc. (the Company) and its subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its 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, stock awards, stock units, stock appreciation rights and other equity-based awards. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Companys members, and will align the economic interests of the participants with those of the members.

Ra Medical Systems, Inc. – Ra Medical Systems, Inc. 2018 Stock Compensation Plan (June 28th, 2018)
Parker Drilling – 2018 Annual Incentive Cash Compensation Plan (June 26th, 2018)
Replimune Group, Inc. – Replimune Group, Inc. 2017 Equity Compensation Plan (June 26th, 2018)

The purpose of the Replimune Group, Inc. 2017 Equity Compensation Plan (the Plan) is to provide (i) designated employees of Replimune Group, Inc. (the Company) and its subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its 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, stock awards, stock units, stock appreciation rights and other equity-based awards. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Companys stockholders, and will align the economic interests of the participants with those of the stockholders.

Coastal Financial Corp – Coastal Financial Corporation 2006 Stock Option and Equity Compensation Plan (June 19th, 2018)
Penn National Gaming, Inc. 2018 Long Term Incentive Compensation Plan (June 13th, 2018)

The 2018 Long Term Incentive Compensation Plan is intended to advance the interests of Penn National Gaming, Inc., a Pennsylvania corporation, and its shareholders by providing a means by which the Company and its subsidiaries and affiliates shall be able to motivate directors and selected key employees (including officers) to direct their efforts to those activities that will contribute materially to the Companys success. The Plan is also intended to serve the best interests of the shareholders by linking remunerative benefits paid to employees who have substantial responsibility for the successful operation, administration and management of the Company and/or its subsidiaries and affiliates with the enhancement of shareholder value while such key employees increase their proprietary interest in the Company. Finally, the Plan is intended to enable the Company to attract and retain in its service highly qualified persons for the successful conduct of its business.

Amendment to the Wayside Technology Group, Inc. 2012 Stock-Based Compensation Plan (June 8th, 2018)

(a) Subject to the following provisions of this Section, the maximum number of shares that may be delivered to Participants (or, if applicable, their heirs, legatees or permitted transferees) under the Plan shall not exceed 1,000,000 shares of Common Stock. Any shares issued under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.

Css Industries, Inc. 2013 Equity Compensation Plan Restricted Stock Unit Grant (June 4th, 2018)

This RESTRICTED STOCK UNIT GRANT, dated as of ___________ __, 20__ (the "Date of Grant"), is delivered by CSS Industries, Inc. (the "Company") to <<FirstName>> <<LastName>> (the "Grantee").

Css Industries, Inc. 2013 Equity Compensation Plan Restricted Stock Unit Grant (June 4th, 2018)

This RESTRICTED STOCK UNIT GRANT, dated as of ___________ __, 20__ (the "Date of Grant"), is delivered by CSS Industries, Inc. (the "Company") to <<FirstName>> <<LastName>> (the "Grantee").

Css Industries, Inc. 2013 Equity Compensation Plan Restricted Stock Unit Grant (June 4th, 2018)

This RESTRICTED STOCK UNIT GRANT, dated as of _________ __, 20__ (the "Date of Grant"), is delivered by CSS Industries, Inc. (the "Company") to _______________ (the "Grantee").

GSI Technology, Inc. – GSI TECHNOLOGY, INC. 2019 VARIABLE COMPENSATION PLAN (Effective as of April 1, 2018) (May 31st, 2018)
Travelcenters of America Llc 2016 Equity Compensation Plan, as Amended (May 30th, 2018)
CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN (As Amended and Restated Effective as of May 22, 2018) (May 29th, 2018)

The purpose of the CSS Industries, Inc. 2013 Equity Compensation Plan (the "Plan") is to provide designated employees and officers of CSS Industries, Inc. (the "Company") and its subsidiaries and non-employee members of the Board of Directors of the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock units, restricted stock grants, stock appreciation rights, stock bonus awards and dividend equivalents. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefitting the Company's stockholders, and will align the economic interests of the participants with those of the stockholders.

Acxiom – Amended and Restated 2005 Equity Compensation Plan of Acxiom Corporation (May 25th, 2018)
Acxiom – 2018 Equity Compensation Plan of Pacific Data Partners Llc (May 25th, 2018)
Amended and Restated 2010 Directors' Equity Compensation Plan (May 24th, 2018)
Nelnet, Inc. Directors Stock Compensation Plan (May 24th, 2018)

The purposes of this Nelnet, Inc. Directors Stock Compensation Plan are to advance the interests of Nelnet, Inc. and its shareholders by providing a means to attract, retain and motivate members of the Board of Directors of Nelnet, Inc. upon whose judgment, initiative and efforts the continued success, growth and development of Nelnet, Inc. is dependent.

The Prophase Labs, Inc. Amended and Restated 2010 Equity Compensation Plan (May 24th, 2018)
Brighthouse Financial, Inc. – Brighthouse Financial, Inc. 2017 Non- Management Director Stock Compensation Plan (Effective August 9, 2017) (May 24th, 2018)
Energous Corp – Energous Corporation 2014 Non-Employee Equity Compensation Plan (As Amended and Restated May 16, 2018) (May 22nd, 2018)

Energous Corporation sets forth herein the terms and conditions of its 2014 Non-employee Equity Compensation Plan (as Amended and Restated May 16, 2018), as follows:

First United Corporation – First United Corporation 2018 Equity Compensation Plan (May 21st, 2018)
2018 Equity Compensation Plan (May 18th, 2018)
First Amendment to Vectren Corporation At-Risk Compensation Plan (May 16th, 2018)

Vectren Corporation, an Indiana corporation (the "Company"), having previously adopted the Vectren Corporation At-Risk Compensation Plan, as amended and restated May 24, 2016 (the "Plan"), and having the right to amend the Plan under Section 12.7 of the Plan, does hereby amend Article X of the Plan to add "Except as set forth in Sections 10.5 and 10.6," to the beginning of the first sentence of Section 10.1 and to add a new Sections 10.5 and 10.6 to the end thereof, effective as of May 1, 2018:

BioNano Genomics, Inc – Bionano Genomics, Inc. Amended and Restated 2006 Equity Compensation Plan (May 14th, 2018)

The purpose of the BioNano Genomics, Inc. Amended and Restated 2006 Equity Compensation Plan (the Plan) is to provide (i) designated employees of BioNano Genomics, Inc. (the Company) and its subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its 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, stock awards, stock units, stock appreciation rights and other equity-based awards. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Companys members, and will align the economic interests of the participants with those of the members.

BioNano Genomics, Inc – BioNano Genomics, Inc. Amended and Restated 2006 Equity Compensation Plan NOTICE OF STOCK OPTION GRANT (May 14th, 2018)

By clicking the ACCEPT button below, you and the Company agree that this option is granted under and governed by the terms and conditions of the BioNano Genomics, Inc. Amended and Restated 2006 Equity Compensation Plan (the Plan), the Option Agreement and any ancillary documents, all of which you can access through a link from this Notice of Grant and made a part of this document. Before you may electronically sign this Notice of Grant, you must click on and review the linked Plan, Option Agreement and any ancillary documents. PLEASE BE SURE TO READ THE OPTION AGREEMENT, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION, INCLUDING INFORMATION CONCERNING CANCELLATION AND TERMINATION OF THIS OPTION.

United Community Bancorp – Employee Severance Compensation Plan (May 11th, 2018)

The primary purpose of the United Community Bank Employee Severance Compensation Plan (the "Plan") is to ensure the successful continuation of the business of United Community Bank (the "Bank") and the fair and equitable treatment of the Bank's employees following a Change in Control (as defined below). The Plan was originally adopted in 2006, was amended and restated in 2008 to conform with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and is hereby amended and restated in its entirety effective January 15, 2018.

Enbridge Inc. Directors' Compensation Plan (May 10th, 2018)

The purpose of this Plan is to provide a compensation system for Directors. This Plan applies only to the members of the Board and does not apply to board members of affiliate organizations or employees of the Corporation or any of its subsidiaries.

Non-Employee Directors' Compensation Plan (May 9th, 2018)

The Company hereby establishes this Plan to assist the Company in attracting and retaining persons of competence and stature who are not employees to serve as Directors by providing them with competitive retainers, an ownership interest in the Company, and the opportunity to defer Retainers.