Form Of Award Agreement Sample Contracts

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Form of Award Agreement (July 28th, 2017)

You have been granted an option (the "Option") under the NCR Corporation 2013 Stock Incentive Plan, as amended from time to time (the "Plan"), to purchase from NCR Corporation (referred to herein as "NCR" or the "Company") a number of shares of common stock of NCR ("Shares") at a predetermined price per Share (the "Exercise Price"), which number and price are described on the stock option information page on the website (www.netbenefits.fidelity.com) of NCR's third-party Plan administrator (the "TPA"), subject to the terms and conditions of this 2017 Stock Option Award Agreement (this "Agreement"), including the non-competition, non-solicitation and non-recruit/hire post-employment restrictive covenants set forth in Section 10, and the Plan. The Exercise Price shall not be less than the Fair Market Value of a Share on the date of grant of the Option (the "Grant Date"). The Capitalized terms used but not defined herein are defined in the Plan.

____ Psu Form of Award Agreement (May 1st, 2017)

Citigroup Inc. ("Citigroup") hereby grants to {NAME} (the "Participant") the performance share unit award summarized below pursuant to the terms of the Discretionary Incentive and Retention Award Plan, as amended and restated effective January 1, 2015 ("DIRAP"). The terms, conditions and restrictions of your award are contained in this Award Agreement, including the attached Terms and Conditions (together, the "Agreement").

Linn Energy – Form of Award Agreement (March 23rd, 2017)

This AWARD AGREEMENT (this "Agreement"), dated as of [______] (the "Issue Date"), is by and between Linn Energy Holdco LLC (the "Company"), and [______] (the "Participant").

Linn Energy – Form of Award Agreement (March 23rd, 2017)

This AWARD AGREEMENT (this "Agreement"), dated as of [______] (the "Issue Date"), is by and between Linn Energy Holdco LLC (the "Company"), and [______] (the "Participant").

MSCI Inc – Form of Award Agreement for Restricted Stock Units for Managing Directors Under the Msci Inc. 2016 Omnibus Incentive Plan (February 24th, 2017)

MSCI Inc. ("MSCI," together with its Subsidiaries, the "Company") hereby grants to you Restricted Stock Units ("RSUs") as described below. The awards are being granted under the MSCI Inc. 2016 Omnibus Incentive Plan (as may be amended from time to time, the "Plan").

Form of Award Agreement for Director Deferral Election (December 1st, 2016)

In accordance with Section 11 of the 2010 Long-Term Incentive Plan, as amended and restated (the "Plan"), of Meritor, Inc. (the "Company"), and your election pursuant to the Meritor, Inc. Non-Employee Director Retainer Deferral Policy (the "Policy"), the number of restricted share units specified above have been granted to you as of the date listed above ("Grant Date") as restricted share units ("Restricted Share Units"). By accepting such award (the "Award"), you agree to the terms and conditions of this restricted share unit agreement (this "Agreement"). Each Restricted Share Unit represents a right to receive one share of common stock, par value $1.00 per share, of the Company (the "Common Stock") or its cash equivalent in the future. All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.

Form of Award Agreement for Director Deferral Election (December 1st, 2016)

In accordance with Section 11 of the 2010 Long-Term Incentive Plan, as amended and restated (the "Plan"), of Meritor, Inc. (the "Company"), and your election pursuant to the Meritor, Inc. Non-Employee Director Retainer Deferral Policy (the "Policy"), the number of shares of Common Stock of the Company specified above have been granted to you as of the date listed above ("Grant Date") as restricted shares ("Restricted Shares"). By accepting such award (the "Award"), you agree to the terms and conditions of this restricted stock agreement (this "Agreement"). All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.

Air Lease Corp – Form of Award Agreement for Promotional RSU AIR LEASE CORPORATION GRANT NOTICE FOR 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNITS (TIME-VESTING) (August 4th, 2016)

FOR GOOD AND VALUABLE CONSIDERATION, Air Lease Corporation (the "Company"), hereby grants to Participant named below the number of restricted stock units specified below (the "Award"), upon the terms and subject to the conditions set forth in this Grant Notice, the Air Lease Corporation 2014 Equity Incentive Plan (the "Plan") and the Standard Terms and Conditions (the "Standard Terms and Conditions") adopted under such Plan and provided to Participant, and any Individual Agreement (as defined in the Plan) to which any Participant is a party, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company's Class A common stock, par value $0.01 (the "Common Stock"), subject to the conditions set forth in this Grant Notice, the Plan, the Standard Terms and Conditions and any Individual Agreement to which the Participant is a party. This Award is granted pursuant to the Plan and is subject to and qualified in its

Barrett Business Services, Inc. – FORM OF AWARD AGREEMENT Under the Barrett Business Services, Inc. 2009 Stock Incentive Plan INCENTIVE STOCK OPTION (May 26th, 2016)
____ Psu Form of Award Agreement (May 2nd, 2016)

Citigroup Inc. ("Citigroup") hereby grants to {NAME} (the "Participant") the performance share unit award summarized below pursuant to the terms of the Discretionary Incentive and Retention Award Plan, as amended and restated effective January 1, 2015 ("DIRAP"). The terms, conditions and restrictions of your award are contained in this Award Agreement, including the attached Terms and Conditions (together, the "Agreement").

MSCI Inc – Form of Award Agreement for Restricted Stock Units for Directors Under the Msci Inc. 2016 Non-Employee Directors Compensation Plan (April 29th, 2016)

MSCI Inc. (MSCI, together with its subsidiaries, the Company) hereby grants to you Restricted Stock Units (RSUs) as described below. The awards are being granted under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan (as may be amended from time to time, the Plan).

Form of Award Agreement (April 29th, 2016)

You have been granted an option (the "Option") under the NCR Corporation 2013 Stock Incentive Plan, as amended from time to time (the "Plan"), to purchase from NCR Corporation (referred to herein as "NCR" or the "Company") a number of shares of common stock of NCR ("Shares") at the price per Share (the "Exercise Price") as described on the stock option information page on the website (www.netbenefits.fidelity.com) of NCR's third-party Plan administrator (the "TPA"), subject to the terms and conditions of this 2016 Stock Option Award Agreement (this "Agreement") and the Plan. The Exercise Price shall not be less than the Fair Market Value of a Share on the date of grant of the Option (the "Grant Date"). The Capitalized terms used but not defined herein are defined in the Plan.

This Form of Award Agreement Is Part of a Prospectus Covering Securities That Have Been Registered Under the Securities Act of 1933 (March 15th, 2016)

This Award Agreement describes many features of your Award and the conditions that must be satisfied before you may receive the value associated with your Award. All capitalized terms have the meaning set forth in the Plan unless otherwise specified in this Award Agreement. To ensure you fully understand these terms and conditions, you should:

This Form of Award Agreement Is Part of a Prospectus Covering Securities That Have Been Registered Under the Securities Act of 1933 (March 15th, 2016)

This Award Agreement describes many features of your Award and the conditions that must be met before you may receive the value associated with your Award. All capitalized terms have the meaning set forth in the Plan unless otherwise specified in this Award Agreement. To ensure you fully understand these terms and conditions, you should:

Limoneira Co – LIMONEIRA COMPANY 2010 AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN Form of Award Agreement (March 10th, 2016)

THIS AWARD AGREEMENT (the "Agreement"), made effective as of ______________________(the "Effective Date"), between LIMONEIRA COMPANY, a Delaware corporation ("Limoneira"), and XXXXXXX (the "Participant").

VASCO Data Security International, Inc. – Fiscal Year 2016 Form of Award Agreement for Performance Shares Under the Vasco Data Security International, Inc. 2009 Equity Incentive Plan (February 29th, 2016)

THIS AWARD AGREEMENT FOR RESTRICTED SHARES (this Agreement) is made as of January 4, 2016 (the Effective Date), between VASCO DATA SECURITY INTERNATIONAL, INC. (the Company) and (the Grantee).

VASCO Data Security International, Inc. – Fiscal Year 2016 Form of Award Agreement for Deferred Stock Under the Vasco Data Security International, Inc. 2009 Equity Incentive Plan (February 29th, 2016)

THIS AWARD AGREEMENT FOR DEFERRED STOCK (this Agreement) is made as of January 4, 2016 (the Effective Date), between VASCO DATA SECURITY INTERNATIONAL, INC. (the Company) and (the Grantee), a non-employee director of the Company.

CST Brands, Inc. – FORM OF AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (US) (February 19th, 2016)

This Award Agreement (this "Agreement") is between CST Brands, Inc., a Delaware corporation ("Company"), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates ("Participant"), who agree as follows:

Albertsons Companies, Inc. – Albertsons Companies, Inc. Restricted Stock Unit Plan Form of Award Agreement (September 25th, 2015)

This Award Agreement (this Agreement) is made and entered into as of [*], 2015 (the IPO Date), by and between Albertsons Companies, Inc., a Delaware corporation (the Company) and [*] (the Participant). All capitalized terms not otherwise defined herein shall have the same meanings as in the Albertsons Companies, Inc. Restricted Stock Unit Plan (the Plan). In the event that the IPO does not occur, this Agreement shall be null and void ab initio

Barrett Business Services, Inc. – FORM OF AWARD AGREEMENT Under the Barrett Business Services, Inc. 2015 Stock Incentive Plan EMPLOYEE RESTRICTED STOCK UNITS (Executive Officer) (August 7th, 2015)

This Employee Restricted Stock Units Award Agreement (this Agreement) evidences the grant of Restricted Units (RSUs) to Participant under Article 9 of the Plan.

Barrett Business Services, Inc. – FORM OF AWARD AGREEMENT Under the Barrett Business Services, Inc. 2015 Stock Incentive Plan NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITS (August 7th, 2015)

This Non-Employee Director Restricted Stock Units Award Agreement (this Agreement) evidences the grant of Restricted Units (RSUs) to Participant under Article 9 of the Plan.

Form of Award Agreement (May 1st, 2015)

You have been awarded a number of performance based restricted stock units (the "Stock Units") under the NCR Corporation 2013 Stock Incentive Plan, as amended from time to time (the "Plan"), as described on the performance based restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third-party Plan administrator (the "TPA") for NCR Corporation (referred to herein as "NCR" or the "Company"), effective as of the date of grant of this award (the "Grant Date"), subject to the terms and conditions of this 2015 Performance Based Restricted Stock Unit Award Agreement (this "Agreement") and the Plan. Capitalized terms used but not defined herein are defined in the Plan.

MSCI Inc – Form of Award Agreement for Restricted Stock Units for Directors Under the Msci Inc. Independent Directors Equity Compensation Plan (May 1st, 2015)

MSCI Inc. (MSCI, together with its subsidiaries, the Company) hereby grants to you Restricted Stock Units (RSUs) as described below. The awards are being granted under the MSCI Inc. Independent Directors Equity Compensation Plan (as may be amended from time to time, the Plan).

Form of Award Agreement (May 1st, 2015)

You have been granted an option (the "Option") under the NCR Corporation 2013 Stock Incentive Plan, as amended from time to time (the "Plan"), to purchase from NCR Corporation (referred to herein as "NCR" or the "Company") a number of shares of common stock of NCR ("Shares") at the price per Share (the "Exercise Price") as described on the stock option information page on the website (www.netbenefits.fidelity.com) of NCR's third-party Plan administrator (the "TPA"), subject to the terms and conditions of this 2015 Stock Option Award Agreement (this "Agreement") and the Plan. The Exercise Price shall not be less than the Fair Market Value of a Share on the date of grant of the Option (the "Grant Date"). The Capitalized terms used but not defined herein are defined in the Plan.

Form of Award Agreement (March 17th, 2015)

You have been designated for participation in the Sears Holdings Corporation's ("SHC" or "SHC's") [____] long-term incentive programs

Form of Award Agreement Under the Vaalco Energy, Inc. 2003 Stock Incentive Plan (March 16th, 2015)

THIS AWARD AGREEMENT (the "Agreement") is entered into this ___________ day of _____________ (the "Grant Date"), between VAALCO Energy, Inc., a Delaware corporation (the "Company") and ___________________________ ("Grantee"), pursuant to the provisions of the VAALCO Energy, Inc. 2003 Stock Incentive Plan (the "Plan"). The Plan Administrator of the Company has determined that Grantee is eligible to participate as a Grantee under the Plan, and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the option set forth below to Grantee.

Form of Award Agreement Under the Vaalco Energy, Inc. 2001 Stock Incentive Plan (March 16th, 2015)

THIS AWARD AGREEMENT (the "Agreement") is entered into this day of , 20 between VAALCO Energy, Inc., a Delaware corporation (the "Company") and ("Optionee"), pursuant to the provisions of the VAALCO Energy, Inc. 2001 Stock Incentive Plan (the "Plan"). The Plan Administrator of the Company has determined that Optionee is eligible to participate as an Optionee under the Plan, and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the option set forth below to Optionee.

VASCO Data Security International, Inc. – Fiscal Year 2015 Form of Award Agreement for Performance Shares Under the Vasco Data Security International, Inc. 2009 Equity Incentive Plan (March 13th, 2015)

THIS AWARD AGREEMENT FOR RESTRICTED SHARES (this Agreement) is made as of January 5, 2015 (the Effective Date), between VASCO DATA SECURITY INTERNATIONAL, INC. (the Company) and (the Grantee).

Vistaprint N.V. [Form Of] Award Agreement for Fiscal Year 2015 Under the Vistaprint N.V. Amended and Restated Performance Incentive Plan for Covered Employees (October 30th, 2014)

Vistaprint N.V. (the "Company") hereby awards on the Vesting Date (as defined below) to the participant named above (the "Participant") the opportunity to earn a cash amount determined pursuant to the formula set forth below (the "Cash Payment Amount").

Form of Award Agreement (May 2nd, 2014)

You have been granted an option (the "Option") under the NCR Corporation 2013 Stock Incentive Plan (the "Plan") to purchase from NCR Corporation (referred to herein as "NCR" or the "Company") a number of shares of common stock of NCR ("Shares") at the price per Share (the "Exercise Price") as described on the stock option information page on the website (www.netbenefits.fidelity.com) of NCR's third-party Plan administrator (the "TPA"), subject to the terms and conditions of this 2014 Stock Option Award Agreement (this "Agreement") and the Plan. The Exercise Price shall not be less than the Fair Market Value of a Share on the date of grant of the Option (the "Grant Date"). The Capitalized terms used but not defined herein are defined in the Plan.

Form of Award Agreement (May 2nd, 2014)

You have been awarded a number of performance based restricted stock units (the "Stock Units") under the NCR Corporation 2013 Stock Incentive Plan (the "Plan"), as described on the performance based restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third-party Plan administrator (the "TPA") for NCR Corporation (referred to herein as "NCR" or the "Company"), effective as of the date of grant of this award (the "Grant Date"), subject to the terms and conditions of this 2014 Performance Based Restricted Stock Unit Award Agreement (this "Agreement") and the Plan. Capitalized terms used but not defined herein are defined in the Plan.

Form of Award Agreement (November 27th, 2013)

As a current participant in the Warner Music Group Corp. Senior Management Free Cash Flow Plan (as amended, the Plan; capitalized terms used but not defined herein have the meanings ascribed to them in the Plan), you have the opportunity to receive a one-time award of [] additional Deferred Equity Units (the Award), at the same time that you are granted Deferred Equity Units in respect of your 2013 free cash flow bonus under the Plan, but only if you agree to the terms and conditions described below. This Award is being made under the Plan, and, except as expressly provided in this letter, the Award is subject to all the terms and conditions of the Plan.

Vistaprint N.V. [Form Of] Award Agreement for Fiscal Year 2014 Under the Vistaprint N.V. 2009 Performance Incentive Plan for Covered Employees (October 30th, 2013)

Vistaprint N.V. (the "Company") hereby awards on the Vesting Date (as defined below) to the participant named above (the "Participant") the opportunity to earn a cash amount determined pursuant to the formula set forth below (the "Cash Payment Amount").

Columbia Laboratories, Inc. – Form of Award Agreement Columbia Laboratories, Inc. Amended and Restated 2008 Long-Term Incentive Plan (May 16th, 2013)

This Award Agreement sets forth the terms and conditions of shares of Stock granted pursuant to the provisions of the Amended and Restated 2008 Long-term Incentive Plan (the Plan) of Columbia Laboratories, Inc. (the Company) to the Participant whose name appears below, for the number of Shares of Stock of the Company set forth below, pursuant to the provisions of the Plan and on the following express terms and conditions. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan.

Form of Award Agreement (May 9th, 2013)

You have been awarded a number of performance-based restricted stock units (the "Stock Units") under the NCR Corporation 2011 Amended and Restated Stock Incentive Plan (the "2011 Plan") or under the NCR Corporation 2013 Stock Incentive Plan (the "2013 Plan"), to the extent the 2013 Plan has superseded or replaced the 2011 Plan as of the Grant Date (as defined below) (collectively, the "Plan"), as described on the performance-based restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third-party Plan administrator (the "TPA") for NCR Corporation (referred to herein as "NCR" or the "Company"), effective as of the date of grant of this award (the "Grant Date"), subject to the terms and conditions of this 2013 Performance-Based Restricted Stock Unit Award Agreement (this "Agreement") and the Plan. Capitalized terms used but not defined herein are defined in the Plan.