Director Restricted Stock Unit Award Agreement Sample Contracts

HPX CORP. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • March 13th, 2023 • Ambipar Emergency Response • Hazardous waste management • Delaware

This Director Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of July 23, 2021 (the “Grant Date”), is made by and between HPX Corp., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Rafael Salvador Grisolia (the “Participant”). The terms of this RSU Award Agreement shall be governed by the terms of the omnibus equity incentive plan to be adopted by the Company and submitted for approval by the Company’s shareholders in connection with the Company’s initial Business Combination (as defined below) (the “Plan”). Certain capitalized terms used herein and not otherwise defined are defined in Section 6 hereof.

Clarios International Inc. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • December 18th, 2023 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Director Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Clarios International Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Director Restricted Stock Units (the “DRSUs”) granted to the Participant under the Clarios International Inc. 2024 Long-Term Incentive Plan (the “Plan”).

SCHNEIDER NATIONAL, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • April 27th, 2023 • Schneider National, Inc. • Trucking (no local) • Wisconsin

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of April 24, 2023 (the “Date of Grant”), is made by and between Schneider National, Inc., a Wisconsin corporation (the “Company”), and [______] (the “Participant”).

WARRIOR MET COAL, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • May 3rd, 2023 • Warrior Met Coal, Inc. • Bituminous coal & lignite mining • Delaware

This DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), made as of __________ (the “Grant Date”), is by and between Warrior Met Coal, Inc. (the “Company”) and _______________ (the “Participant”).

VALLEY NATIONAL BANCORP DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • May 7th, 2021 • Valley National Bancorp • National commercial banks • New Jersey

VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this ______________, 20__ (the “Award Date”), hereby grants to ______________, a non-employee Director of the Company (the “Director”), pursuant to the Company’s 2021 Incentive Compensation Plan (the “Plan”), [●] restricted stock units. Each restricted stock unit (“Unit”) represents the unfunded right to receive one share of the Common Stock, no par value, of the Company (“Share”), subject to the restrictions set forth herein on the terms and conditions hereinafter set forth (the “Award”).

BEST BUY CO., INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-U.S. DIRECTORS Award Date:
Director Restricted Stock Unit Award Agreement • September 10th, 2014 • Best Buy Co Inc • Retail-radio, tv & consumer electronics stores • Minnesota
MORNINGSTAR, INC. AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • July 30th, 2021 • Morningstar, Inc. • Investment advice • Illinois

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT, which includes the Online Grant Acceptance form (the “Grant Notice”) provided to the Participant named therein (together, the “Award Agreement”), is made under the Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan, as amended from time to time (the “Plan”) as of the Grant Date specified in the Grant Notice. Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan.

AARON’S, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • February 23rd, 2021 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • Georgia

THIS AGREEMENT (the “Agreement”) is made and entered into as of the [DATE] day of [MONTH], [YEAR] by and between AARON’S, INC. (“the “Company”) and [DIRECTOR NAME] (“Grantee”).

Perella Weinberg Partners FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (ANNUAL BASE RETAINER AWARD)
Director Restricted Stock Unit Award Agreement • November 5th, 2021 • Perella Weinberg Partners • Finance services • Delaware

This Director Restricted Stock Unit Award Agreement (this “Agreement”), dated as of ###GRANT_DATE### (the “Grant Date”), is made by and between Perella Weinberg Partners (the “Company”) and ###PARTICIPANT_NAME### (the “Grantee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Perella Weinberg Partners 2021 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). Where the context permits, references to “the Company” shall include the Company and any successor to the Company.

BAKER HUGHES INCORPORATED DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Awardee
Director Restricted Stock Unit Award Agreement • February 8th, 2017 • Baker Hughes Inc • Oil & gas field machinery & equipment

The Board of Directors (the “Board”) of Baker Hughes Incorporated, a Delaware corporation (the “Company”), pursuant to the Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (the “Plan”), hereby awards to you, the above-named awardee, effective as of the Date of Award set forth above (the “Date of Award”), that number of restricted stock units (the “Restricted Stock Units”) set forth above, on the following terms and conditions:

FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT ELDORADO RESORTS, INC. 2015 Equity Incentive Plan
Director Restricted Stock Unit Award Agreement • July 14th, 2015 • Eldorado Resorts, Inc. • Hotels & motels • Nevada

This DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of the [ ] day of [ ], 20[ ] between Eldorado Resorts, Inc., a Nevada corporation (the “Company”), and [ ] (the “Participant”), and is made pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

SPORTSMAN’S WAREHOUSE HOLDINGS, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (DEFERRED SETTLEMENT)
Director Restricted Stock Unit Award Agreement • September 7th, 2023 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (DEFERRED SETTLEMENT) (this “Agreement”) is dated as of [__________, [___]] by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Corporation”), and [____________________] (the “Director”).

Fair Isaac Corporation Director Restricted Stock Unit Award Agreement Terms and Conditions1
Director Restricted Stock Unit Award Agreement • May 5th, 2021 • Fair Isaac Corp • Services-business services, nec • Minnesota
MEDIAALPHA, INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • October 23rd, 2020 • MediaAlpha, Inc. • Insurance carriers, nec • Delaware

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [________] (the “Date of Grant”), is made by and between MediaAlpha, Inc., a Delaware corporation (the “Company”), and [_______] (the “Participant”).

VESTIS CORPORATION DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-VESTING CASH RETAINER FEE CONVERSION AWARD)
Director Restricted Stock Unit Award Agreement • August 5th, 2025 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware

The Participant elected to defer certain of the cash fees (including cash retainer fees and cash meeting fees) otherwise payable to the Participant from the Company for the Company’s fiscal year beginning on or after October 1, 2025, in consideration for the grant of a Full Value Award under the Vestis Corporation 2023 Long Term Stock Incentive Plan (the “Plan”) in the form of time-vested restricted stock units (“RSUs”). Pursuant to such election, as of the “Grant Date” (as specified in the attached Grant Notice) the Participant is hereby granted RSUs under the Plan with respect to the number of shares of Common Stock set forth in the Grant Notice (the “Award”). The Award is subject to the following terms and conditions (which, together with the Grant Notice, shall be referred to as the “Award Agreement”) and the terms and conditions of the Plan as the same has been and may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; p

Heartland Financial USA, Inc.
Director Restricted Stock Unit Award Agreement • August 4th, 2017 • Heartland Financial Usa Inc • State commercial banks • Delaware

The Participant specified below is hereby granted a restricted stock unit award by Heartland Financial USA, Inc. (the “Company”), under the Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (the “Plan”). The restricted stock units awarded by this Award Agreement (this “Agreement”) shall be subject to the terms of the Plan and the terms set forth in this Agreement. All capitalized terms used in this Agreement and not otherwise defined have the meaning assigned to them in the Plan.

EXAR CORPORATION DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • September 13th, 2006 • Exar Corp • Semiconductors & related devices • Delaware

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ ] by and between Exar Corporation, a Delaware corporation (the “Corporation”), and [ ] (the “Director”).

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Penn Virginia Corporation
Director Restricted Stock Unit Award Agreement • September 6th, 2019 • Penn Virginia Corp • Crude petroleum & natural gas • Virginia

This Director Restricted Stock Unit Award Agreement (this “Agreement”) is made as of the ____ day of _________, 20__ (the “Grant Date”) between Penn Virginia Corporation (the “Company”) and [●] (“Participant”), and is made pursuant to the terms of the Penn Virginia Corporation 2019 Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

ENERGY CONVERSION DEVICES, INC. Form of Director Restricted Stock Unit Award Agreement under the Energy Conversion Devices, Inc. 2010 Omnibus Incentive Compensation Plan
Director Restricted Stock Unit Award Agreement • January 12th, 2011 • Energy Conversion Devices Inc • Semiconductors & related devices • Delaware

This Restricted Stock Unit Award Agreement (“Agreement”), dated as of the Grant Date, is entered into by and between Energy Conversion Devices, Inc., a Delaware corporation (the “Company”), and the Participant under the Company’s 2010 Omnibus Incentive Compensation Plan (the “Plan”). The words “you,” “your,” and similar terms refer to the Participant to whom this Award is granted.

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Community Health Systems, Inc.
Director Restricted Stock Unit Award Agreement • February 19th, 2026 • Community Health Systems Inc • Services-general medical & surgical hospitals, nec • Delaware

THIS AGREEMENT between you and Community Health Systems, Inc., a Delaware corporation (the “Company”), governs an Award of Restricted Stock Units in the amount and on the date specified in your Award notification (the “Date of Grant”);

READY CAPITAL CORPORATION FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • March 3rd, 2025 • Ready Capital Corp • Real estate investment trusts

THIS AGREEMENT is made by and between Ready Capital Corporation, a Maryland corporation (the “Company”), and [ ] (the “Grantee”), dated as of the [ ] day of [ ], 20[ ].

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • November 1st, 2011 • Morningstar, Inc. • Investment advice • Illinois

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (including Schedule 1 hereto, the “Award Agreement”) is made under the Morningstar, Inc. 2011 Stock Incentive Plan (the “Plan”) as of the Grant Date specified in Schedule 1 to this Award Agreement (“Schedule 1”). Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan.

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT SEVENTY SEVEN ENERGY INC. 2016 OMNIBUS INCENTIVE PLAN
Director Restricted Stock Unit Award Agreement • September 27th, 2016 • Seventy Seven Energy Inc. • Oil & gas field services, nec • Delaware

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is between Seventy Seven Energy Inc., a Delaware corporation (the “Company”), and (the “Participant”) effective as of the day of , (the “Grant Date”).

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Penn Virginia Corporation
Director Restricted Stock Unit Award Agreement • October 11th, 2016 • Penn Virginia Corp • Crude petroleum & natural gas • Virginia

This Director Restricted Stock Unit Award Agreement (this “Agreement”) is made as of the [●] day of [●] (the “Grant Date”) between Penn Virginia Corporation (the “Company”), and [●] (“Participant”), and is made pursuant to the terms of the Penn Virginia Corporation 2016 Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • February 21st, 2019 • Warrior Met Coal, Inc. • Bituminous coal & lignite mining • Delaware

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), made as of April 27, 2017 (the "Date of Grant"), is by and between Warrior Met Coal, Inc. (the "Company") and _______________ (the "Participant").

OFFICEMAX INCORPORATED 2007 Director Restricted Stock Unit Award Agreement
Director Restricted Stock Unit Award Agreement • August 1st, 2007 • Officemax Inc • Wholesale-paper & paper products

This Restricted Stock Unit Award (the “Award”), is granted on July 26, 2007 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to (“Director” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • February 27th, 2019 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • Florida

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”), dated as of [____________], by and between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [____________] (the “Director”), evidences the award (the “Award”) granted by the Corporation to the Director as to the number of stock units (the “Stock Units”) set forth below.

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT CALLON PETROLEUM COMPANY
Director Restricted Stock Unit Award Agreement • August 7th, 2018 • Callon Petroleum Co • Crude petroleum & natural gas • Delaware

THIS AGREEMENT (“Agreement”) is effective as of ______________,______ (the “Grant Date”), by and between Callon Petroleum Company, a Delaware corporation (the “Company”), and ____________________ (the “Grantee”).

RANPAK HOLDINGS CORP. 2019 OMNIBUS INCENTIVE PLAN DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • June 6th, 2019 • Ranpak Holdings Corp. • Plastics foam products • Delaware

THIS AGREEMENT (the “Agreement”) is made and effective as of , 2019 (the “Date of Grant”) by and between Ranpak Holdings Corp., a Delaware corporation (with any successor, the “Company”), and (the “Participant”) pursuant to the Ranpak Holdings Corp. 2019 Equity Incentive Plan (as it may be amended from time to time, the “Plan”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

THE AARON’S COMPANY, INC. AMENDED AND RESTATED 2020 EQUITY AND INCENTIVE PLAN DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • October 24th, 2022 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • Georgia

THIS AGREEMENT (the “Agreement”) is made and entered into as of the ____ day of _________, 202__ by and between THE AARON’S COMPANY, INC. (the “Company”) and [DIRECTOR NAME] (“Grantee”).

EX-10.5 6 d573326dex105.htm EX-10.5 DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Community Health Systems, Inc.
Director Restricted Stock Unit Award Agreement • May 5th, 2020 • Delaware

THIS AGREEMENT between the Grantee and Community Health Systems, Inc., a Delaware corporation (the “Company”), governs an Award of Restricted Stock Units in the amount and on the date specified in the Grantee’s Award notification (the “Date of Grant”);

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • May 16th, 2017 • Carrizo Oil & Gas Inc • Crude petroleum & natural gas • Texas

THIS AGREEMENT (“Agreement”) is effective as of _____ ___, 20___ (the “Grant Date”), by and between Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), and ____________________ (the “Grantee”).

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Penn Virginia Corporation
Director Restricted Stock Unit Award Agreement • December 21st, 2016 • Penn Virginia Corp • Crude petroleum & natural gas • Virginia

This Director Restricted Stock Unit Award Agreement (this “Agreement”) is made as of the day of December 2016 (the “Grant Date”) between Penn Virginia Corporation (the “Company”) and [●] (“Participant”), and is made pursuant to the terms of the Penn Virginia Corporation 2016 Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.