Incentive Compensation Plan Sample Contracts

Genpact LTD – GENPACT LIMITED 2017 OMNIBUS INCENTIVE COMPENSATION PLAN SHARE OPTION AGREEMENT (March 1st, 2019)

THIS SHARE OPTION AGREEMENT (the “Agreement”), dated as of _________________ (the “Date of Grant”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”), and _________________________ (“Participant”).

Fifth Third Bancorp – FIRST AMENDMENT TO THE FIFTH THIRD BANCORP 2011 INCENTIVE COMPENSATION PLAN (As approved by the shareholders April 19, 2011) (March 1st, 2019)

Pursuant to the reserved power of amendment contained in Article 16 of the Fifth Third Bancorp 2011 Incentive Compensation Plan (the “Plan”), the Plan is hereby amended effective December 17, 2018 by changing Section 2.1(g) of the Plan to read as follows:

Genpact LTD – GENPACT LIMITED 2007 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (March 1st, 2019)

THIS RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (the “Agreement”), dated as of ________________   (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”) and ____________________ (“Participant”).  To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “Plan”).

Fifth Third Bancorp – FIRST AMENDMENT TO THE FIFTH THIRD BANCORP 2008 INCENTIVE COMPENSATION PLAN (As approved by the shareholders April 15, 2008) (March 1st, 2019)

Pursuant to the reserved power of amendment contained in Article 16 of the Fifth Third Bancorp 2008 Incentive Compensation Plan (the “Plan”), the Plan is hereby amended effective December 17, 2018 by changing Section 2.1(g) of the Plan to read as follows:

Genpact LTD – GENPACT LIMITED 2017 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (March 1st, 2019)

THIS RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (the “Agreement”), dated as of _______ (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”) and _______________ (“Participant”).  To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2017 Omnibus Incentive Compensation Plan (the “Plan”).

Fifth Third Bancorp – FIRST AMENDMENT TO THE FIFTH THIRD BANCORP 2017 INCENTIVE COMPENSATION PLAN (As approved by the shareholders April 18, 2017) (March 1st, 2019)

Pursuant to the reserved power of amendment contained in Article 16 of the Fifth Third Bancorp 2017 Incentive Compensation Plan (the “Plan”), the Plan is hereby amended effective December 17, 2018 by changing Section 2.1(g) of the Plan to read as follows:

Fifth Third Bancorp – FIRST AMENDMENT TO THE FIFTH THIRD BANCORP 2014 INCENTIVE COMPENSATION PLAN (As approved by the shareholders April 15, 2014) (March 1st, 2019)

Pursuant to the reserved power of amendment contained in Article 16 of the Fifth Third Bancorp 2014 Incentive Compensation Plan (the “Plan”), the Plan is hereby amended effective December 17, 2018 by changing Section 2.1(g) of the Plan to read as follows:

Genpact LTD – GENPACT LIMITED 2007 OMNIBUS INCENTIVE COMPENSATION PLAN SHARE OPTION AGREEMENT (March 1st, 2019)

THIS SHARE OPTION AGREEMENT (the “Agreement”), dated as of _________________ (the “Date of Grant”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”), and ____________________ (“Participant”).

Fortive Corp – FORTIVE CORPORATION 2016 EXECUTIVE INCENTIVE COMPENSATION PLAN Amended and Restated Effective as of January 1, 2019 (February 28th, 2019)

Fortive Corporation, a Delaware corporation (the “Company”), wishes to motivate, reward, and retain executive officers of the Company and its subsidiaries. To further these objectives, the Company hereby sets forth this Fortive Corporation 2016 Executive Incentive Compensation Plan (the “Plan”), as amended and restated effective as of January 1, 2019, to provide participants with performance-based bonus awards (“Awards”).

Marathon Petroleum Corp – 2018 INCENTIVE COMPENSATION PLAN (February 28th, 2019)

Pursuant to this MPC Non-Employee Director Phantom Unit Award Policy (the “Award Policy”) and the MPLX LP 2018 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”), hereby grants to each of the non-employee directors of Marathon Petroleum Corporation (“MPC”), the parent corporation of the Company, serving on the Board of Directors of MPC on the Grant Date (each a “Participant”), on the first trading day of each calendar quarter (each a “Grant Date”), that number of Phantom Units determined by dividing $4,375 by the closing market price of a Common Unit of the Partnership as reported on the Consolidated Tape System on the Grant Date. The number of Phantom Units awarded is subject to proration in the event an MPC non-employee director commences service on the MPC Board of Directors during the applicable calendar quarter (in which case, pro-ration will

Evolent Health, Inc. – LEVERAGED STOCK UNIT award agreement under the EVOLENT HEALTH, INC. 2015 Omnibus incentive Compensation Plan, dated as of [DATE] between EVOLENT HEALTH, INC., a Delaware corporation (the “Company”), and ___________. (February 28th, 2019)

This Leveraged Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of ___________ (such number, the “Target Amount”) leveraged stock units (this “Award”) (each such leveraged stock unit, an “LSU”) that are granted to you under the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, shares of the Company’s Class A Common Stock, $0.01 par value (each, a “Share”), as set forth in Section 3 of this Award Agreement.

Cars.com Inc. – RESTRICTED STOCK UNIT AWARD AGREEMENT Under the Cars.com Inc. Omnibus Incentive Compensation Plan (February 28th, 2019)

This Award Agreement, governs the grant of Restricted Stock Units (referred to herein as “Stock Units”) to the director (the “Director”) designated in the Notification of Grant Award dated coincident with this Award Agreement.  The Stock Units are granted under, and are subject to, the Cars.com Inc. (the “Company”) Omnibus Incentive Compensation Plan, as amended (the “Plan”).  Terms used herein that are defined in the Plan shall have the meaning ascribed to them in the Plan or, to the extent applicable, the Notification of Grant Award.  If there is any inconsistency between this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.

Marathon Petroleum Corp – 2012 INCENTIVE COMPENSATION PLAN (February 28th, 2019)
Mplx Lp – 2018 INCENTIVE COMPENSATION PLAN (February 28th, 2019)

Pursuant to this MPC Non-Employee Director Phantom Unit Award Policy (the “Award Policy”) and the MPLX LP 2018 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”), hereby grants to each of the non-employee directors of Marathon Petroleum Corporation (“MPC”), the parent corporation of the Company, serving on the Board of Directors of MPC on the Grant Date (each a “Participant”), on the first trading day of each calendar quarter (each a “Grant Date”), that number of Phantom Units determined by dividing $4,375 by the closing market price of a Common Unit of the Partnership as reported on the Consolidated Tape System on the Grant Date. The number of Phantom Units awarded is subject to proration in the event an MPC non-employee director commences service on the MPC Board of Directors during the applicable calendar quarter (in which case, pro-ration will

Public Storage – PUBLIC STORAGE 2016 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (February 27th, 2019)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”) is made as of _____________ (the “Grant Date”), by and between Public Storage (the “Trust”) and __________________, a Trustee of the Trust or one of its Affiliates (the “Optionee”).  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Trust’s 2016 Equity and Performance-Based Incentive Compensation Plan (as amended from time to time, the “Plan”).

Public Storage – PUBLIC STORAGE 2016 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN STOCK UNIT AGREEMENT (February 27th, 2019)

THIS STOCK UNIT AGREEMENT (the “Agreement”) is made as of ______________ (the “Grant Date”), by and between Public Storage (the “Trust”), and __________________ (the “Grantee”).  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Trust’s 2016 Equity and Performance-Based Incentive Compensation Plan (as amended from time to time, the “Plan”).

Public Storage – PUBLIC STORAGE 2016 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN STOCK UNIT AGREEMENT (February 27th, 2019)

THIS STOCK UNIT AGREEMENT (the “Agreement”) is made as of _____________ (the “Grant Date”), by and between Public Storage (the “Trust”), and __________________ (the “Grantee”).  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Trust’s 2016 Equity and Performance-Based Incentive Compensation Plan (as amended from time to time, the “Plan”).

Public Storage – PUBLIC STORAGE 2016 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (February 27th, 2019)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”) is made as of _________________ (the “Grant Date”), by and between Public Storage (the “Trust”) and __________________, (the “Optionee”).  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Trust’s 2016 Equity and Performance-Based Incentive Compensation Plan (as amended from time to time, the “Plan”).

Tellurian Inc. /De/ – RESTRICTED STOCK AGREEMENT PURSUANT TO THE TELLURIAN INC. AMENDED AND RESTATED 2016 OMNIBUS INCENTIVE COMPENSATION PLAN (February 27th, 2019)

This RESTRICTED STOCK AGREEMENT (“Agreement”) is effective as of [___], 2018 (the “Grant Date”), between Tellurian Inc., a Delaware corporation (the “Company”), and [INSERT NAME] (the “Participant”).

Lincoln Electric Holdings Inc – LINCOLN ELECTRIC HOLDINGS, INC. 2015 EQUITY AND INCENTIVE COMPENSATION PLAN (February 27th, 2019)

WHEREAS, Lincoln Electric Holdings, Inc. maintains the Company’s 2015 Equity and Incentive Compensation Plan, as may be amended from time to time (the “Plan”), pursuant to which the Company may award Restricted Stock Units (“RSUs”) to officers and certain key employees of the Company and its Subsidiaries;

Public Storage – PUBLIC STORAGE 2016 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN STOCK UNIT AGREEMENT (February 27th, 2019)

THIS STOCK UNIT AGREEMENT (the “Agreement”) is made as of _____________ (the “Grant Date”), by and between Public Storage (the “Trust”), and __________________ (the “Grantee”).  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Trust’s 2016 Equity and Performance-Based Incentive Compensation Plan (as amended from time to time, the “Plan”).

Transenterix Inc. – TRANSENTERIX, INC. ISRAELI SUB-PLAN TO AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN (February 27th, 2019)
Lincoln Electric Holdings Inc – LINCOLN ELECTRIC HOLDINGS, INC. 2015 EQUITY AND INCENTIVE COMPENSATION PLAN (February 27th, 2019)

WHEREAS, Lincoln Electric Holdings, Inc. maintains the Company’s 2015 Equity and Incentive Compensation Plan, as may be amended from time to time (the “Plan”), pursuant to which the Company may grant Option Rights to officers and certain key employees of the Company and its Subsidiaries (as defined in the Plan);

Brighthouse Financial, Inc. – Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (February 26th, 2019)
Morgan Stanley – MORGAN STANLEY EQUITY INCENTIVE COMPENSATION PLAN [YEAR] LONG-TERM INCENTIVE PROGRAM AWARD AWARD CERTIFICATE (February 26th, 2019)

Morgan Stanley has awarded you a [year] long-term incentive program award (“LTIP Award”) as an incentive for you to remain in Employment and provide services to the Firm. This Award Certificate sets forth the general terms and conditions of your [year] LTIP Award. Your [year] LTIP Award consists of a Target Award of performance stock units. The number of performance stock units comprising the Target Award has been communicated to you independently.

Stanley Black & Decker, Inc. – Date: <Date> To: From: Jim Loree Re: 2019 Management Incentive Compensation Plan (February 26th, 2019)

It is my pleasure to congratulate you for being selected to participate in the 2019 Management Incentive Compensation Plan (the “MICP”) under the Stanley Black & Decker 2018 Omnibus Award Plan (the “2018 Plan”).

Hostess Brands, Inc. – Hostess Brands, Inc. Incentive Compensation Plan for Exempt Non-Sales Employees (February 26th, 2019)

The Hostess Brands, Inc. (the “Company”) Incentive Compensation Plan for Exempt Non-Sales Employees (the “Plan”) provides the opportunity for compensation in addition to base salary to designated employees. The Plan is designed to motivate eligible employees to grow the business through increased sales, profitability and valuable contribution within their area of expertise. While employees play many different roles within the Company, the Company will only be successful if all employees are focused on achieving common goals, strive individually for functional excellence in their assigned roles and contribute to organizational excellence as a team. Eligible employees will receive incentive compensation under the Plan (“Incentive Comp”) if the Company achieves certain designated results (the “Metric(s)”). EBIDTA and Net Revenue Metric(s) will be approved by the Talent and Compensation Committee (the “Committee”).

Callon Petroleum Co – IMPORTANT DISCLOSURES FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward- looking statements include all statements regarding wells anticipated to be drilled and placed on production; future levels of drilling activity and associated production and cash flow expectations; the Company's 2019 production guidance and capital expenditure forecast; estimated reserve quantities and the present value thereof; anticipated returns and financial pos (February 26th, 2019)
Barnes Group Inc – BARNES GROUP INC. MANAGEMENT INCENTIVE COMPENSATION PLAN (as amended and restated, effective with respect to the 2018 Award Period and thereafter) (February 26th, 2019)
Berkley W R Corp – AMENDED AND RESTATED ANNUAL INCENTIVE COMPENSATION PLAN (As Amended and Restated as of January 1, 2019) (February 25th, 2019)

The amendments made to the W. R. Berkley Corporation Amended and Restated Annual Incentive Compensation Plan, as in effect prior to the effectiveness of the Plan pursuant to Section 12 (the “Prior Plan”), pursuant to this amendment and restatement shall affect only Incentive Bonuses relating to periods commencing on or after January 1, 2019, and the amendments to the Prior Plan do not, and are not intended to, affect any Incentive Bonus relating to any prior period.

Athena Spinco Inc. – DIAMOND S SHIPPING inc. 2019 EQUITY and INCENTIVE Compensation PLAN (February 25th, 2019)
First Solar, Inc. – OPTION AWARD AGREEMENT under the FIRST SOLAR, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN, between First Solar, Inc. (the “Company”), a Delaware corporation, and the individual (the “Participant”) set forth on the Grant Notice which incorporates this Form OPT-008 by reference. (February 22nd, 2019)

This Option Award Agreement including any addendum hereto and the Grant Notice (collectively, this “Award Agreement”) set forth the terms and conditions of an award of options (this “Award”) that is being granted to the Participant set forth on the Grant Notice on the date set forth in the Grant Notice (such date, the “Grant Date”), under the terms of the First Solar, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”) covering one or more options (“Options”) to purchase the number of shares of common stock of First Solar, Inc., par value $.001 (each a “Share”) set forth in the Grant Notice, subject to the all terms and conditions of this Award Agreement and the Plan, including without limitation, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 15 OF THIS AWARD AGREEMENT.

BALL Corp – BALL CORPORATION ECONOMIC VALUE ADDED INCENTIVE COMPENSATION PLAN (February 22nd, 2019)
First Solar, Inc. – SHARE AWARD AGREEMENT under the FIRST SOLAR, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN, between First Solar, Inc. (the “Company”), a Delaware corporation, and the individual (the “Participant”) set forth on the Grant Notice which incorporates this Form Share Award-008 by reference. (February 22nd, 2019)

This Share Award Agreement including any addendum hereto and the Grant Notice (collectively, this “Award Agreement”) set forth the terms and conditions of an award of fully vested shares of the Company’s common stock (this “Award”) that is being granted to the Participant set forth on the Grant Notice on the date set forth in the Grant Notice (such date, the “Grant Date”), under the terms of the Company’s 2015 Omnibus Incentive Compensation Plan (the “Plan”) for the number of shares of common stock (the “Shares”) set forth in the Grant Notice. This Award is subject to all the terms and conditions of this Award Agreement and the Plan, including without limitation, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 10 OF THIS AWARD AGREEMENT.

Humana Inc – the Company or an affiliate of the Company on a full-time or part-time basis. Individuals will continue to be deemed an “Executive” eligible for the rights and benefits under this Policy for a period of twelve (12) months following a change in role or title at the Company that would otherwise have caused the individual to cease to be an eligible Executive Officer or other individual identified by the Compensation Committee as eligible. “Executive Officer” shall include those executive officers designated by the Board under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended. “P (February 21st, 2019)