Director Restricted Stock Unit Award Agreement Sample Contracts

Kadant Inc – DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT KADANT INC. One Technology Park Drive Westford, MA 01886 NOTICE OF AWARD AND AWARD AGREEMENT (May 9th, 2018)

Pursuant to the terms and conditions of the 2006 Equity Incentive Plan, as amended (the "Plan") of Kadant Inc. (the "Company"), you have been granted a Restricted Stock Unit/Stock Settled for ###TOTAL_AWARDS### units of stock as outlined below.

FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT GULFMARK OFFSHORE, INC. Management Incentive Plan (April 16th, 2018)

This Restricted Stock Unit Award Agreement (this "Agreement") is made as of the [*] day of [*], 2018 (the "Grant Date") between GulfMark Offshore, Inc. (the "Company"), and [*] ("Participant"), and is made pursuant to the terms of the GulfMark Offshore, Inc. Management Incentive Plan (the "Plan"). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

Bear Newco, Inc. – Baker Hughes, a GE Company Director Restricted Stock Unit Award Agreement for [*] ("Participant") (February 23rd, 2018)
Patterson-UTI – NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT PATTERSON-UTI ENERGY, INC. 2014 LONG-TERM INCENTIVE PLAN (As Amended and Restated Effective June 29, 2017) (February 20th, 2018)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement") is between Patterson-UTI Energy, Inc., a Delaware corporation (the "Company"), and ____________ (the "Recipient") effective as of the ____ day of _____, 20__ (the "Grant Date"), pursuant to the Patterson-UTI Energy, Inc. 2014 Long-Term Incentive Plan, as amended and restated effective as of June 29, 2017 and as thereafter amended from time to time (the "Plan"), which is incorporated by reference herein in its entirety.

Hanover Capital Mortgage Holdings, Inc. – WALTER INVESTMENT MANAGEMENT CORP. 2017 Omnibus Incentive Plan Nonemployee Director Restricted Stock Unit Award Agreement (November 9th, 2017)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement") effective as of this _____ day of ______, 2017 (the "Date of Grant"), is between Walter Investment Management Corp., a Maryland corporation (the "Company"), and ____________________ (the "Participant"), a nonemployee member of the Company's Board of Directors (the "Board"). This award is made pursuant to the terms of the Company's 2017 Omnibus Incentive Plan (the "Plan"). The applicable terms of the Plan are incorporated herein by reference, and capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Newell Rubbermaid Inc. 2013 Incentive Plan Non-Employee Director Restricted Stock Unit Award Agreement (August 9th, 2017)

A Restricted Stock Unit (RSU) Award (the Award) granted by Newell Brands Inc., a Delaware corporation (the Company), to the non-employee director named in the attached Award letter (the Grantee) relating to the common stock, par value $1.00 per share (the Common Stock), of the Company, shall be subject to the following terms and conditions and the provisions of the Newell Rubbermaid Inc. 2013 Incentive Plan (the Plan), a copy of which is attached hereto and the terms of which are hereby incorporated by reference.

Heartland Financial USA, Inc. – 2012 Long-Term Incentive Plan Director Restricted Stock Unit Award Agreement (August 4th, 2017)

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.

Director Restricted Stock Unit Award Agreement (August 2nd, 2017)

This Agreement is entered into as of May __, 201_, between Northwest Natural Gas Company, an Oregon corporation (the "Company"), and _________________ ("Recipient").

Carrizo Oil & Gas, Inc. – 2017 Incentive Plan of Carrizo Oil & Gas, Inc. Director Restricted Stock Unit Award Agreement (May 16th, 2017)

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").

Fair Isaac Corporation 2012 Long-Term Incentive Plan Director Restricted Stock Unit Award Agreement Terms and Conditions* (April 27th, 2017)

Grant of Restricted Stock Units. The Company hereby grants to you, subject to the terms and conditions in this Director Restricted Stock Unit Award Agreement (the "Agreement") and subject to the terms and conditions of the Plan, an Award of the number of Stock Units (the "Units") specified on the cover page of this Agreement. Each Unit represents the right to receive one Share and will be credited to an account in your name maintained by the Company or its agent. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company.

Schneider National, Inc. – Schneider National, Inc. Director Restricted Stock Unit Award Agreement (March 7th, 2017)

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

Schneider National, Inc. – Schneider National, Inc. Director Restricted Stock Unit Award Agreement (March 7th, 2017)

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), dated as of [ ], 2017 (the Date of Grant), is made by and between Schneider National, Inc., a Wisconsin corporation (the Company), and [ ] (the Participant).

Potbelly Corp – Form of Director Restricted Stock Unit Award Agreement (February 22nd, 2017)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, by and between Potbelly Corporation, a Delaware corporation (the "Company"), and the Participant is entered into pursuant to the Potbelly Corporation 2013 Long-Term Incentive Plan (as the same may be amended, restated, supplemented and otherwise modified from time to time, the "Plan"). All capitalized terms not otherwise defined in the text of this Agreement have the meanings attributed to them in the Plan. This Agreement is subject to the terms and conditions of the Plan.

BAKER HUGHES INCORPORATED DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Awardee (February 8th, 2017)

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:

Plexus Corp. 2016 Omnibus Incentive Plan Director Restricted Stock Unit Award Agreement (February 3rd, 2017)

As a non-employee member of the Board of Directors (the "Board") of Plexus Corp. (the "Corporation"), you have been awarded under the Plexus Corp. 2016 Omnibus Incentive Plan (the "Plan"), Restricted Stock Units (as described in the Plan) covering ________________ shares of the Corporation's common stock, $.01 par value (the "Award Shares"). Your Restricted Stock Unit Award is subject in all respects to the terms and conditions of the Plan.

Penn Virginia – DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Penn Virginia Corporation 2016 Management Incentive Plan (December 21st, 2016)

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.

Bnc Bancorp – Form of Director RESTRICTED STOCK UNIT AWARD AGREEMENT (November 8th, 2016)

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement") is made and entered into effective as of September 20, 2016 (the "Effective Date"), by and between BNC Bancorp, a North Carolina corporation (the "Company"), and [Name of Director] (the "Participant").

Penn Virginia – DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Penn Virginia Corporation 2016 Management Incentive Plan (October 11th, 2016)

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.

Seventy Seven Energy Inc. – Director Restricted Stock Unit Award Agreement Seventy Seven Energy Inc. 2016 Omnibus Incentive Plan (September 27th, 2016)

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).

Ryman Hospitality Properties, Inc. Director Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Plan) (August 4th, 2016)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement) is made and entered into as of the day of (the Grant Date), between Ryman Hospitality Properties, Inc., a Delaware corporation (together with its Subsidiaries, the Company), and (the Grantee), who is a member of the Board of Directors of the Company. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Ryman Hospitality Properties, Inc. 2016 Omnibus Incentive Plan (the Plan).

Director Restricted Stock Unit Award Agreement (May 3rd, 2016)

This Agreement is entered into as of January 1, 2016, between Northwest Natural Gas Company, an Oregon corporation (the "Company"), and _________________ ("Recipient").

Monster Worldwide – Monster Worldwide, Inc. Non-Employee Director Restricted Stock Unit Award Agreement (February 11th, 2016)

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement") is made, effective as of ____________ (the "Grant Date"), by and between MONSTER WORLDWIDE, INC., a Delaware corporation (the "Company"), and ___________________________ (the "Non-Employee Director").

Santander Consumer USA Holdings Inc. – Santander Consumer Usa Holdings Inc. Omnibus Incentive Plan Form of Director Restricted Stock Unit Award Agreement (October 29th, 2015)

This DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Award Agreement"), dated as of [__________] (the "Date of Grant"), is made by and between Santander Consumer USA Holdings Inc., a Delaware corporation (the "Company"), and [__________] (the "Participant").

Eldorado Resorts, Inc. – FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT ELDORADO RESORTS, INC. 2015 Equity Incentive Plan (July 14th, 2015)

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 Companys 2015 Equity Incentive Plan (the Plan). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Eldorado Resorts, Inc. – FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT ELDORADO RESORTS, INC. 2015 Equity Incentive Plan (July 14th, 2015)

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 Companys 2015 Equity Incentive Plan (the Plan). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Exar Corporation 2014 Equity Incentive Plan Director Restricted Stock Unit Award Agreement (June 5th, 2015)

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

Columbia Pipeline Group, Inc. – Columbia Pipeline Group, Inc. 2015 Omnibus Incentive Plan Director Restricted Stock Unit Award Agreement Relating to Unvested NiSource Restricted Stock Units (May 22nd, 2015)

This Amended and Restated Director Restricted Stock Unit Award Agreement (the Agreement), is made and entered into as of , 2015, by and between Columbia Pipeline Group, Inc., a Delaware corporation (the Company), and , a Nonemployee Director of the Company (the Grantee).

Kadant Inc – FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT KADANT INC. One Technology Park Drive Westford, MA 01886 NOTICE OF AWARD AND AWARD AGREEMENT (May 13th, 2015)

Pursuant to the terms and conditions of the company's 2006 Equity Incentive Plan as amended, you have been granted a Restricted Stock Unit/Cash Settled for 10,000 units of stock as outlined below.

BAKER HUGHES INCORPORATED DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Awardee (February 26th, 2015)

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:

Neff Corp – Neff Corporation 2014 Incentive Award Plan Form of Director Restricted Stock Unit Award Agreement (November 13th, 2014)

Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice.

BEST BUY CO., INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Award Date: (September 10th, 2014)

The Award. As of the Award Date set forth above, Best Buy Co., Inc. ("Best Buy") grants to you the number of restricted stock units (the "Units") stated in the Award Notification (the "Award") accompanying this Agreement (this "Agreement"), on the terms and subject to the conditions contained in this Agreement and the Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended (the "Plan"). Capitalized terms not defined in the body of this Agreement are defined in Section 5 below. By your acceptance of this Award, you acknowledge receipt of a copy of the Prospectus for the Plan and your agreement to the terms and conditions of the Plan and this Agreement.

BEST BUY CO., INC. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-U.S. DIRECTORS Award Date: (September 10th, 2014)

The Award. As of the Award Date set forth above, Best Buy Co., Inc. ("Best Buy") grants to you the number of restricted stock units (the "Units") stated in the Award Notification (the "Award") accompanying this Agreement (this "Agreement"), on the terms and subject to the conditions contained in this Agreement and the Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended (the "Plan"). Capitalized terms not defined in the body of this Agreement are defined in Section 9 below. By your acceptance of this Award, you acknowledge receipt of a copy of the Prospectus for the Plan and your agreement to the terms and conditions of the Plan and this Agreement.

Heartland Financial USA, Inc. – 2012 Long-Term Incentive Plan Director Restricted Stock Unit Award Agreement (August 7th, 2014)

The Participant specified below is hereby granted a restricted stock unit award (the "Award") by Heartland Financial USA, Inc., a Delaware corporation (the "Company"), under the Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (the "Plan"). The Award shall be subject to the terms of the Plan and the terms set forth in this restricted stock unit award agreement ("Award Agreement").

Tecumseh Products – TECUMSEH PRODUCTS COMPANY Form of Outside Director Restricted Stock Unit Award Agreement Under the Tecumseh Products Company 2014 Omnibus Incentive Plan (June 27th, 2014)
Digi International Inc. 2014 Omnibus Incentive Plan (Director) Restricted Stock Unit Award Agreement (May 2nd, 2014)

Digi International, Inc. (the "Company"), pursuant to its 2014 Omnibus Incentive Plan (the "Plan"), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.