Equity Award Agreement Sample Contracts

International Business Machines Corporation (IBM) Equity Award Agreement Plan [IBM 1999 Long-Term Performance Plan (The Plan)] Award Type [Stock Options, Restricted Stock, Restricted Stock Units, Cash-Settled Restricted Stock Units, SARs] Purpose the Purpose of This Award Is to Retain Selected Employees and Executives. You Recognize That This Award Represents a Potentially Significant Benefit to You and Is Awarded for the Purpose Stated Here. (October 30th, 2018)

This Equity Award Agreement, together with the Terms and Conditions of Your Equity Award: Effective October 1, 2018 (Terms and Conditions) document and the Plan http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml, both of which are incorporated herein by reference, together constitute the entire agreement between you and IBM with respect to your Award. This Equity Award Agreement shall be governed by the laws of the State of New York, without regard to conflicts or choice of law rules or principles.

Kindred Biosciences, Inc. – Amendment of Equity Award Agreements Kindred Biosciences, Inc. (August 9th, 2018)

This Amendment of Equity Award Agreements (this "Amendment") is made and entered into as of the date set forth on the signature page of this Amendment by and between Kindred Biosciences, Inc., a Delaware corporation ("KindredBio"), and the executive officer of KindredBio (the "Executive") whose name is set forth on the signature page of this Amendment.

International Business Machines Corporation (IBM) Equity Award Agreement Plan [IBM 1999 Long-Term Performance Plan (The Plan)] Award Type [Stock Options, Restricted Stock, Restricted Stock Units, Cash-Settled Restricted Stock Units, SARs] Purpose the Purpose of This Award Is to Retain Selected Employees and Executives. You Recognize That This Award Represents a Potentially Significant Benefit to You and Is Awarded for the Purpose Stated Here. (July 31st, 2018)

This Equity Award Agreement, together with the Terms and Conditions of Your Equity Award: Effective August 15, 2018 (Terms and Conditions) document and the Plan http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml, both of which are incorporated herein by reference, together constitute the entire agreement between you and IBM with respect to your Award. This Equity Award Agreement shall be governed by the laws of the State of New York, without regard to conflicts or choice of law rules or principles.

Farmers National Banc – Farmers National Banc Corp. Performance-Based Equity Award Agreement (May 9th, 2018)
Travelport Worldwide LTD – MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units and Performance Share Units) (May 3rd, 2018)

THIS MANAGEMENT EQUITY AWARD AGREEMENT ("Agreement") is by and between Travelport Worldwide Limited, a Bermuda exempted company ("TWW"), and ("Executive") is made as of , 2018 (the "Effective Date").

Travelport Worldwide LTD – MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units and Performance Share Units) (May 3rd, 2018)

THIS MANAGEMENT EQUITY AWARD AGREEMENT ("Agreement") is by and between Travelport Worldwide Limited, a Bermuda exempted company ("TWW"), and ("Executive") is made as of , 2018 (the "Effective Date").

International Business Machines Corporation (IBM) Equity Award Agreement Plan [IBM 1999 Long-Term Performance Plan (The Plan)] Award Type Performance Share Units (PSUs) Purpose the Purpose of This Award Is to Retain Selected Executives. You Recognize That This Award Represents a Potentially Significant Benefit to You and Is Awarded for the Purpose Stated Here. (April 24th, 2018)

This Equity Award Agreement, together with the Terms and Conditions of Your Equity Award: Effective June 1, 2018 (Terms and Conditions) document and the Plan http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml, both of which are incorporated herein by reference, together constitute the entire agreement between you and IBM with respect to your Award. This Equity Award Agreement shall be governed by the laws of the State of New York, without regard to conflicts or choice of law rules or principles.

Quest Diagnostics Incorporated Equity Award Agreement (April 20th, 2018)

This Equity Award Agreement (the "Agreement") dated as of February 19, 2018 (the "Grant Date") between Quest Diagnostics Incorporated, 500 Plaza Drive, Secaucus, NJ 07094 (the "Company") and the employee to whom the awards described herein are made (the "Employee") is subject in all respects to the Company's Amended and Restated Employee Long-Term Incentive Plan

The HOME DEPOT, INC. EQUITY AWARD AGREEMENT Executive Officers - U.S. (February 28th, 2018)

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the "Grant Date"), hereby grants to you, an employee of The Home Depot, Inc. or one of its subsidiaries, affiliates or related entities (collectively the "Company"), pursuant to this Equity Award Agreement (this "Award Agreement"), an award (the "Award") of non-qualified stock options (the "Option") to purchase from the Company the above-stated number of shares of Common Stock at the price per share stated above (the "Option Price"), which Option will expire on the expiration date stated above (the "Expiration Date"), unless it expires earlier in accordance with the terms and conditions described below. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Company's Amended and Restated 2005 Omnibus Stock Incentive Plan (the "Plan"), a summary

The HOME DEPOT, INC. EQUITY AWARD AGREEMENT Executive Officers - U.S. (February 28th, 2018)

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the "Grant Date"), hereby grants to you, an employee of The Home Depot, Inc. or one of its subsidiaries, affiliates or related entities (collectively the "Company"), pursuant to this Equity Award Agreement (this "Award Agreement"), a performance-based restricted stock award (the "Award") of the above-stated number of shares of Common Stock (the "Restricted Shares") subject to the terms and conditions described below. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Company's Amended and Restated 2005 Omnibus Stock Incentive Plan (the "Plan"), a summary of which has been delivered to you, and the Plan is incorporated herein by reference. Unless defined in the Award Agreement or the context otherwise requires, capitalized terms used in this A

The HOME DEPOT, INC. EQUITY AWARD AGREEMENT Executive Officers - U.S. (February 28th, 2018)

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the "Grant Date"), hereby grants to you, an employee of The Home Depot, Inc. or one of its subsidiaries, affiliates or related entities (collectively the "Company"), pursuant to this Equity Award Agreement (this "Award Agreement"), the following award (the "Award") of performance shares (the "Performance Shares") of up to 200% the above-stated Target Award, which may be earned in accordance with the performance vesting and other terms and conditions described below. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Company's Amended and Restated 2005 Omnibus Stock Incentive Plan (the "Plan"), a summary of which has been delivered to you, and the Plan is incorporated herein by reference. Unless defined in the Award Agreement or the context ot

W. P. Carey – Amendment to Certain Equity Award Agreements (February 23rd, 2018)

THIS AMENDMENT is made to those certain (i) Restricted Share Unit Agreements (the "RSU Agreements") and (ii) Long-Term Performance Share Unit Award Agreements (the "PSU Agreements" and, collectively with the RSU Agreements, the "Agreements") granted under the W. P. Carey 2009 Share Incentive Plan (the "Plan") and identified on Exhibit A, by and between W. P. Carey Inc. (the "Company") and Mark J. DeCesaris (the "Awardee").

Westfield Financial, Inc. – Western New England Bancorp, Inc. 2014 Omnibus Incentive Plan Long-Term Incentive and Retention Equity Award Agreement (February 5th, 2018)

Western New England Bancorp, Inc. (the Company), hereby grants shares of Common Stock of the Company, $.01 par value per share (the Shares), to the individual named below as the Grantee, subject to the terms and conditions set forth in this cover sheet, in the attached Employee Long Term Incentive and Retention Equity Award Agreement (together, the Agreement) and in the Companys 2014 Omnibus Incentive Plan (the Plan).

Farmers National Banc – Farmers National Banc Corp. Performance-Based Equity Award Agreement (August 8th, 2017)
Westfield Financial, Inc. – Western New England Bancorp, Inc. 2014 Omnibus Incentive Plan Long-Term Incentive and Retention Equity Award Agreement (May 30th, 2017)

Western New England Bancorp, Inc. (the Company), hereby grants shares of Common Stock of the Company, $.01 par value per share (the Shares), to the individual named below as the Grantee, subject to the terms and conditions set forth in this cover sheet, in the attached Employee Long Term Incentive and Retention Equity Award Agreement (together, the Agreement) and in the Companys 2014 Omnibus Incentive Plan (the Plan).

Travelport Worldwide LTD – MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units and Performance Share Units) (May 9th, 2017)

THIS MANAGEMENT EQUITY AWARD AGREEMENT ("Agreement") is by and between Travelport Worldwide Limited, a Bermuda exempted company ("TWW"), and ("Executive") is made as of , 2017 (the "Effective Date").

Travelport Worldwide LTD – MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units and Performance Share Units) (May 9th, 2017)

THIS MANAGEMENT EQUITY AWARD AGREEMENT ("Agreement") is by and between Travelport Worldwide Limited, a Bermuda exempted company ("TWW"), and ("Executive") is made as of , 2017 (the "Effective Date").

Effective January 20, 2017, You Will Temporarily Report Directly to Jim Whitehurst, Red Hat, Inc.s Chief Executive Officer (CEO). For the Period of Time That You Report Directly to Red Hats CEO, You Will Be Eligible for Benefits Under Red Hats Senior Management Change in Control Severance Policy (The CIC Severance Policy), a Copy of Which Has Been Provided to You, With the Exception of Section 5 of the CIC Severance Policy Entitled Additional Payment, Which Shall Not Be Applicable to You and Is Deleted in Its Entirety. In Lieu of That Provision, You Will Be Entitled to the Benefits Set Forth i (April 26th, 2017)

When signed by both parties, this letter will constitute an agreement between you and Red Hat, Inc., effective as of the date set forth above

Carvana Co. – Carvana Group, Llc Form of Equity Award Agreement (March 31st, 2017)

THIS EQUITY AWARD AGREEMENT (this Agreement) is made and entered into as of [ , 201[]] (the Effective Date), by and between Carvana Group, LLC, a Delaware limited liability company (the Company), and [ ] (Participant). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.

Carvana Co. – Carvana Group, Llc Form of Equity Award Agreement (March 21st, 2017)

THIS EQUITY AWARD AGREEMENT (this Agreement) is made and entered into as of [ , 201[]] (the Effective Date), by and between Carvana Group, LLC, a Delaware limited liability company (the Company), and [ ] (Participant). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.

Farmers National Banc – Farmers National Banc Corp. Performance-Based Equity Award Agreement (March 7th, 2017)

Farmers National Banc Corp. (the "Company") hereby grants the undersigned Participant an Award pursuant to the Farmers National Banc Corp. 2012 Equity Incentive Plan (the "Equity LTI Plan") and this Award Agreement (this "Award Agreement") effective the day of ________, 20__ ("Grant Date").

Form of Equity Award Agreement SCIENTIFIC GAMES CORPORATION TERMS AND CONDITIONS OF INDUCEMENT EQUITY AWARD (March 3rd, 2017)

THIS AGREEMENT, made as of the ____ day of ________, 2017, between SCIENTIFIC GAMES CORPORATION (the "Company") and Karin-Joyce Tjon Sien Fat (the "Participant").

Form of Equity Award Agreement SCIENTIFIC GAMES CORPORATION TERMS AND CONDITIONS OF INDUCEMENT EQUITY AWARD (September 1st, 2016)

THIS AGREEMENT, made as of the 10th day of August, 2016, between SCIENTIFIC GAMES CORPORATION (the Company) and Kevin Sheehan (the Participant).

Form of Equity Award Agreement SCIENTIFIC GAMES CORPORATION TERMS AND CONDITIONS OF INDUCEMENT EQUITY AWARDS (September 1st, 2016)

THIS AGREEMENT, made as of the 10th day of August, 2016, between SCIENTIFIC GAMES CORPORATION (the Company) and Kevin Sheehan (the Participant).

Westfield Financial, Inc. – Westfield Financial, Inc. 2014 Omnibus Incentive Plan Long-Term Incentive and Retention Equity Award Agreement (June 1st, 2016)

Westfield Financial, Inc. (the Company), hereby grants shares of Common Stock of the Company, $.01 par value per share (the Shares), to the individual named below as the Grantee, subject to the terms and conditions set forth in this cover sheet, in the attached Employee Long Term Incentive and Retention Equity Award Agreement (together, the Agreement) and in the Companys 2014 Omnibus Incentive Plan (the Plan).

Travelport Worldwide LTD – MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units, Performance Share Units and Options) (May 5th, 2016)

THIS MANAGEMENT EQUITY AWARD AGREEMENT ("Agreement") is by and between Travelport Worldwide Limited, a Bermuda exempted company ("TWW"), and ("Executive") is made as of , 2016 (the "Effective Date").

Travelport Worldwide LTD – MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units, Performance Share Units and Options) (May 5th, 2016)

THIS MANAGEMENT EQUITY AWARD AGREEMENT ("Agreement") is by and between Travelport Worldwide Limited, a Bermuda exempted company ("TWW"), and ("Executive") is made as of , 2016 (the "Effective Date").

Royal Gold, Inc. Form of Amendment to Equity Award Agreements (April 28th, 2016)

This AMENDMENT (Amendment), dated as of February 25, 2016, amends the terms and conditions of those certain equity award agreements governing the terms of equity awards set forth on Exhibit A granted under the Companys 2004 Omnibus Long-Term Incentive Plan (2004 LTIP), by and between Royal Gold, Inc., a Delaware corporation (the Company), and [ ] (Grantee). Terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the 2004 LTIP and in the specified award agreement.

The HOME DEPOT, INC. EQUITY AWARD AGREEMENT Executive Officers - U.S. (March 8th, 2016)

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the "Grant Date"), hereby grants to you, an employee of the Company or one of its subsidiaries, affiliates or related entities (collectively the "Company"), pursuant to this Equity Award Agreement (this "Award Agreement"), an award (the "Award") of non-qualified stock options (the "Option") to purchase from the Company the above-stated number of shares of Common Stock at the price per share stated above (the "Option Price"), which Option will expire on the expiration date stated above (the "Expiration Date"), unless it expires earlier in accordance with the terms and conditions described below. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Company's Amended and Restated 2005 Omnibus Stock Incentive Plan (the "Plan"), a summary of which

The HOME DEPOT, INC. EQUITY AWARD AGREEMENT Executive Officers - U.S. (March 8th, 2016)

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the "Grant Date"), hereby grants to you, an employee of the Company or one of its subsidiaries, affiliates or related entities (collectively the "Company"), pursuant to this Equity Award Agreement (this "Award Agreement"), the following award (the "Award") of performance shares (the "Performance Shares") of up to the above-stated Maximum Award, which may be earned in accordance with the performance vesting and other terms and conditions described below. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Company's Amended and Restated 2005 Omnibus Stock Incentive Plan (the "Plan"), a summary of which has been delivered to you, and the Plan is incorporated herein by reference. Unless defined in the Award Agreement or the context otherwise requi

The HOME DEPOT, INC. EQUITY AWARD AGREEMENT Executive Officers - U.S. (March 8th, 2016)

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the "Grant Date"), hereby grants to you, an employee of the Company or one of its subsidiaries, affiliates or related entities (collectively the "Company"), pursuant to this Equity Award Agreement (this "Award Agreement"), a performance-based restricted stock award (the "Award") of the above-stated number of shares of Common Stock (the "Restricted Shares") subject to the terms and conditions described below. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Company's Amended and Restated 2005 Omnibus Stock Incentive Plan (the "Plan"), a summary of which has been delivered to you, and the Plan is incorporated herein by reference. Unless defined in the Award Agreement or the context otherwise requires, capitalized terms used in this Award Agre

Quest Diagnostics Incorporated Equity Award Agreement (February 26th, 2016)

This Equity Award Agreement (the "Agreement") dated as of February 23, 2015 (the "Grant Date") between Quest Diagnostics Incorporated, 3 Giralda Farms, Madison, NJ 07940 (the "Company") and the employee to whom the awards described herein are made (the "Employee") is subject in all respects to the Company's Amended and Restated Employee Long-Term Incentive Plan (the "Plan"). All references to "Shares" means shares of the Company's Common Stock.

ITT EDUCATIONAL SERVICES, INC. Amendment to Equity Award Agreements (April 29th, 2015)

This Amendment to Equity Award Agreements (this Amendment), effective as of April 29, 2015, is by and between ITT Educational Services, Inc. (the Company) and Daniel M. Fitzpatrick (Grantee).

Equity Award Agreement (April 28th, 2015)

This Equity Award Agreement, together with the "Terms and Conditions of Your Equity Award: Effective June 9, 2014" ("Terms and Conditions") document and the Plan http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml, both of which are incorporated herein by reference, together constitute the entire agreement between you and IBM with respect to your Award. This Equity Award Agreement shall be governed by the laws of the State of New York, without regard to conflicts or choice of law rules or principles.

Fidelity & Guaranty Life – Omnibus Amendment to Equity Award Agreements by and Among Fidelity & Guaranty Life, Fidelity & Guaranty Li Fe Holdings, Inc. And Leland C. Launer, Jr. (April 2nd, 2015)

WHEREAS, Leland C. Launer, Jr. has notified Fidelity & Guaranty Life ("FGL"), on FGL's behalf and on behalf of its subsidiaries, including Fidelity & Guaranty Life Business Services, Inc. ("FGLBS"), that he wishes to retire from employment and/or appointment with FGLBS (and all of its affiliates including FGL) and terminate his employment agreement with FGLBS, effective as of April 30, 2015, and the Board of Directors of FGL has accepted Mr. Launer's notification of retirement; and