Compensation Plan Sample Contracts

Virtu Financial, Inc. – INVESTMENT TECHNOLOGY GROUP, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN Amended and Restated Effective June 8, 2017 (March 1st, 2019)
Central Pacific Financial Corp – Central Pacific Financial Corp. 2013 Stock Compensation Plan (February 28th, 2019)
Pseg Power Llc – PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 2007 EQUITY COMPENSATION PLAN FOR OUTSIDE DIRECTORS Amended and Restated Effective January 1, 2019 (February 28th, 2019)

The purpose of this Public Service Enterprise Group Incorporated 2007 Equity Compensation Plan for Outside Directors (“Plan”) is to advance the interests of the Company and its stockholders by assisting the Company in attracting and retaining individuals of superior talent, ability and achievement to serve on its Board of Directors.

Eastman Chemical Co – EASTMAN CHEMICAL COMPANY 2018 DIRECTOR STOCK COMPENSATION SUBPLAN (a Subplan of the 2017 Omnibus Stock Compensation Plan) (February 27th, 2019)
Strongbridge Biopharma Plc – STRONGBRIDGE BIOPHARMA PLC NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN (February 27th, 2019)

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.

ACCO BRANDS Corp – ACCO Brands Corporation Nonqualified Deferred Compensation Plan (February 27th, 2019)

This document has not been approved by the Department of Labor, Internal Revenue Service or any other governmental entity. An adopting Employer must determine whether the Plan is subject to the Federal securities laws and the securities laws of the various states. An adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under Title I of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Employer’s particular situation. Fidelity Employer Services Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer’s attorney prior to execution.

Eastman Chemical Co – EASTMAN CHEMICAL COMPANY PERFORMANCE SHARE AWARD SUBPLAN OF THE 2017 OMNIBUS STOCK COMPENSATION PLAN 2019-2021 PERFORMANCE PERIOD (February 27th, 2019)
Strongbridge Biopharma Plc – STRONGBRIDGE BIOPHARMA PLC 2015 EQUITY COMPENSATION PLAN (February 27th, 2019)

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.

Brighthouse Financial, Inc. – Brighthouse Financial, Inc. 2017 Non-Management Director Stock Compensation Plan (February 26th, 2019)
Axis Capital Holdings Ltd – AXIS CAPITAL HOLDINGS LIMITED 2017 LONG-TERM EQUITY COMPENSATION PLAN (February 26th, 2019)

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

Axis Capital Holdings Ltd – AXIS CAPITAL HOLDINGS LIMITED 2017 LONG-TERM EQUITY COMPENSATION PLAN (February 26th, 2019)

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.

Host Hotels & Resorts L.P. – HOST HOTELS & RESORTS, INC. Non-Employee Directors’ Deferred Stock Compensation Plan (February 26th, 2019)
Keycorp /New/ – KEYCORP 2013 EQUITY COMPENSATION PLAN (February 25th, 2019)
Xerox Corp – AMENDMENT NO. 1 TO THE 2013 AMENDMENT AND RESTATEMENT XEROX CORPORATION 2004 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (February 25th, 2019)

WHEREAS, Xerox Corporation (the "Company") has established the Xerox Corporation 2004 Equity Compensation Plan for Non-Employee Directors, which is presently set forth in the 2013 Amendment and Restatement (hereinafter referred to as the "Plan"), and

Citigroup Inc – Amendment 5 to the Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates (February 22nd, 2019)
Exact Sciences Corp – Exact Sciences Corporation Executive Deferred Compensation Plan January 1, 2019 (February 21st, 2019)

The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, or a combination of both. The Plan is further intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be interpreted, implemented and administered in a manner consistent therewith.

Idaho Power Co – 2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN (February 21st, 2019)

In accordance with the terms of the 2000 Long-Term Incentive and Compensation Plan (the "Plan"), pursuant to action of the Compensation Committee (the "Committee") of the Board of Directors, IDACORP, Inc. (the "Company") hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Restricted Stock Unit Agreement (including Annex A hereto and all documents incorporated herein by reference), an award of restricted stock units, or a right to receive shares of Company common stock (the "RSUs"), as set forth below:

Church & Dwight Co Inc /De/ – CHURCH & DWIGHT CO., INC. AMENDED AND RESTATED OMNIBUS EQUITY COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT (February 21st, 2019)

This STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of «Grant_Date» (the “Date of Grant”), is delivered by Church & Dwight Co., Inc. (the “Company”) to «Name» (the “Grantee”).

Church & Dwight Co Inc /De/ – CHURCH & DWIGHT CO., INC. AMENDED AND RESTATED OMNIBUS EQUITY COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT (February 21st, 2019)

This STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of _________________ (the “Date of Grant”), is delivered by Church & Dwight Co., Inc. (the “Company”) to _______________ (the “Grantee”).

Discover Financial Services – Amendment No. 8 to the Discover Financial Services Directors’ Compensation Plan (February 20th, 2019)

Effective January 1, 2019, the Discover Financial Services Directors’ Compensation Plan (the “Plan”), is hereby amended in the following respects:

Discover Financial Services – Amendment No. 7 to the Discover Financial Services Directors’ Compensation Plan (February 20th, 2019)

Effective January 1, 2019, the Discover Financial Services Directors’ Compensation Plan (the “Plan”), is hereby amended in the following respects:

Black Hills Corp /Sd/ – SIXTH AMENDMENT TO THE AMENDED AND RESTATED OUTSIDE DIRECTORS STOCK BASED COMPENSATION PLAN (February 19th, 2019)

This Sixth 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, 2019.

Iron Mountain Inc – Compensation Plan for Non-Employee Directors (February 14th, 2019)

In addition to the Annual Board Retainer, a $13,500 per year retainer for members of the Audit Committee, a $12,500 per year retainer for members of the Compensation Committee, a $10,000 per year retainer for members of the Finance, Nominating and Governance or Risk and Safety Committees; in each case paid in advance in quarterly installments.

Groupon, Inc. – GROUPON, INC. NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN Amended and Restated as of October 17, 2018 (February 12th, 2019)

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.

3m Co – 3M COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS (February 7th, 2019)
National Fuel Gas Co – Form of Award Notice for Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (February 1st, 2019)

I am pleased to inform you that on [date of grant] the Compensation Committee (“Committee”) of the Board of Directors of National Fuel Gas Company (the “Company”) granted to you (the “Grantee” or “you”) ____ Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (the “Plan”), subject to a Performance Goal related to total shareholder return, as set forth in this Award Notice. Performance Shares are an award, pursuant to Section 9 of the Plan, constituting units denominated in Common Stock, the number of which such units may be adjusted over a Performance Cycle based upon the extent to which Performance Goals have been satisfied.

National Fuel Gas Co – Form of Award Notice for Return on Capital Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (February 1st, 2019)

I am pleased to inform you that on [date of grant] the Compensation Committee (“Committee”) of the Board of Directors of National Fuel Gas Company (the “Company”) granted to you (the “Grantee” or “you”) ____ Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (the “Plan”), subject to a Performance Goal related to return on capital, as set forth in this Award Notice. Performance Shares are an award, pursuant to Section 9 of the Plan, constituting units denominated in Common Stock, the number of which such units may be adjusted over a Performance Cycle based upon the extent to which Performance Goals have been satisfied.

Community Trust Bancorp Inc /Ky/ – COMMUNITY TRUST BANCORP, INC. SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN (January 31st, 2019)
Linde Plc – Linde plc Annual Variable Compensation Plan Effective January 1, 2019 (January 25th, 2019)

The purpose of the Plan is to: (a) provide incentives and rewards to certain employees who are Executive Officers of the Company or who are in a managerial, administrative, professional or policy-making capacity for the Company; (b) assist the Company in attracting, retaining, and motivating employees of high caliber and experience to deliver strong business results in line with shareholder expectations; (c) support a performance-driven culture; and (d) make the Company’s compensation program competitive with those of other major employers.

Keycorp /New/ – 2018 – Delivering on Commitments ° 6th consecutive year of positive operating leverage − Record full-year revenue of $6.4 billion − All-time highs in several fee-based businesses, including investment banking and debt placement fees ($650 MM in FY2018) − Expenses remain well-managed; reflect focus on efficiency and investments for growth Driving − Net interest income up 3% from prior year: balance sheet growth and benefit from higher rates Stronger − Loan and deposit growth reflects execution of relationship-based business model within Returns moderate risk profile ° Significant progress on LT (January 17th, 2019)
Vectren Utility Holdings Inc – VECTREN CORPORATION AT RISK COMPENSATION PLAN 2019 STOCK UNIT AWARD GRANT AGREEMENT (NON-EMPLOYEE DIRECTOR) (January 2nd, 2019)

_______________________ (“Grantee”) is hereby granted on January 1, 2019 (the “Grant Date”) under Section 7.4 of the Vectren Corporation (the “Company”) At Risk Compensation Plan (the “Plan”) a grant of _____ Stock Unit Awards on the following terms and conditions:

Epsilon Energy Ltd. – EPSILON ENERGY LTD. SHARE COMPENSATION PLAN (December 21st, 2018)
Paramount Gold Nevada Corp. – PARAMOUNT GOLD NEVADA CORP. 2016 STOCK INCENTIVE AND EQUITY COMPENSATION PLAN (December 14th, 2018)

The purpose of this Paramount Gold Nevada Corp. 2016 Stock Incentive and Compensation Plan (the “Plan”) is to enhance the profitability and value of Paramount Gold Nevada Corp.  (the “Company”) for the benefit of its stockholders by enabling the Company (i) to offer employees and consultants of the Company and its Affiliates stock based incentives and other equity interests in the Company, thereby creating a means to raise the level of stock ownership by employees and consultants in order to attract, retain and reward such employees and consultants and strengthen the mutuality of interests between employees or consultants and the Company’s stockholders and (ii) to offer equity based awards to non-employee directors thereby attracting, retaining and rewarding such non-employee directors and strengthening the mutuality of interests between non-employee directors and the Company’s stockholders.

Vectren Utility Holdings Inc – AT RISK COMPENSATION PLAN STOCK UNIT AWARDS AWARD AGREEMENT (OFFICER AND NON- UTILITY PRESIDENTS) (December 12th, 2018)

_________________ (“Grantee”) is hereby granted on January 1, 2019 (the “Grant Date”) under Section 7.4 of the Vectren Corporation At-Risk Compensation Plan (the “Plan”) a grant of ________ Stock Unit Awards on the following terms and conditions:

Vectren Utility Holdings Inc – AT RISK COMPENSATION PLAN STOCK UNIT AWARDS AWARD AGREEMENT (NON UTILITY OFFICER/OTHER THAN PRESIDENT) (December 12th, 2018)

___________________ (“Grantee”) is hereby granted on January 1, 2019 (the “Grant Date”) under Section 7.4 of the Vectren Corporation At-Risk Compensation Plan (the “Plan”) a grant of ________ Stock Unit Awards on the following terms and conditions: