Incentive Compensation Plan Sample Contracts

Silk Road Medical Inc – Silk Road Medical, Inc. Executive Incentive Compensation Plan (March 25th, 2019)
Incentive Compensation Plan Plan Document (March 21st, 2019)

The Incentive Compensation Plan is a cash-based annual incentive plan with a deferral component established to provide incentive award opportunities related to the achievement of Bankwide and individual performance objectives by eligible Participants. Performance is evaluated on an annual basis using annual performance measures to determine a total incentive award opportunity. Subject to the conditions described herein, an approved award is paid in cash shortly after the close of the year to which the performance incentive relates. With regard to Participant Levels I through IV, a portion of the earned incentive award is mandatorily deferred for three years after the end of the Plan year to which the incentive relates; and the payment of the Deferred Award is based on whether applicable safety and soundness measures are achieved during the three-year Deferral Period.

Express Inc – Other Cash-Based Award Agreement Pursuant to the Express, Inc. 2018 Incentive Compensation Plan (March 21st, 2019)

THIS AWARD AGREEMENT FOR OTHER CASH-BASED AWARDS (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Express, Inc., a Delaware corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Express, Inc. 2018 Incentive Compensation Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and

GreenSky, Inc. – Restricted Stock Agreement Pursuant to the Greensky, Inc. 2018 Omnibus Incentive Compensation Plan (March 15th, 2019)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between GreenSky, Inc., a Delaware corporation (the "Company"), and the Participant specified above, pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and

ManTech International – Mantech International Corporation 2019 Executive Incentive Compensation Plan (March 11th, 2019)
Dean Foods Company Corporate 2019 Short-Term Incentive Compensation Plan (March 11th, 2019)

To (i) align employee variable cash compensation with the annual objectives of the Company, (ii) retain and motivate employees to execute the Companys financial and strategic plans, and (iii) attract talent and retain key employees with competitive variable cash compensation.

Federal Home Loan Bank of Pittsburgh Executive Officer Incentive Compensation Plan (March 11th, 2019)
Athena Spinco Inc. – DIAMOND S SHIPPING Inc. 2019 EQUITY and INCENTIVE Compensation PLAN (March 11th, 2019)
Roadrunner Transportation Systems Inc – ROADRUNNER TRANSPORTATION SYSTEMS, INC. 2018 INCENTIVE COMPENSATION PLAN PHX 332736409v4 (March 11th, 2019)
Galectin Therapeutics Inc. – Amended and Restated Galectin Therapeutics Inc. 2009 Incentive Compensation Plan Galectin Therapeutics, Inc. Amended and Restated 2009 Incentive Compensation Plan (March 6th, 2019)
2012 Omnibus Incentive Compensation Plan (March 5th, 2019)

This Restricted Stock Units Award Agreement (the "Award Agreement") dated as of [_______ ___, 2018] (the "Grant Date") by and between Amber Road, Inc. (the "Company") and ___________ ("Grantee") memorializes the grant of the number of Restricted Stock Units (the "Units") indicated below under the Company's 2012 Omnibus Incentive Compensation Plan.

Sterling Construction Company Inc – Senior Executive Incentive Compensation Plan Plan Description (March 5th, 2019)

The purpose of the Senior Executive Incentive Compensation Plan is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or who are expected to make) important contributions to the Company. Participants do not have any special right to continued employment by the Company because of their participation in the programs described below.

HS Spinco, Inc. – Covetrus, Inc. 2019 Omnibus Incentive Compensation Plan Restricted Stock Agreement (March 5th, 2019)
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").

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 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 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 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").

Brighthouse Financial, Inc. – Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (February 26th, 2019)
Morgan Stanley Equity Incentive Compensation Plan [Year] Long-Term Incentive Program Award Award Certificate (February 26th, 2019)
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").

Gores Holdings, 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").

BARNES GROUP INC. MANAGEMENT INCENTIVE COMPENSATION PLAN (As Amended and Restated, Effective With Respect to the 2018 Award Period and Thereafter) (February 26th, 2019)
Athena Spinco Inc. – DIAMOND S SHIPPING Inc. 2019 EQUITY and INCENTIVE Compensation PLAN (February 25th, 2019)
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.

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)
Artisan Partners Asset Manageme – 2013 Omnibus Incentive Compensation Plan (February 20th, 2019)

This award is subject to all of the terms, conditions and restrictions set forth in Grantee's Restricted Share Award Agreement or Amended and Restated Restricted Share Award Agreement, as applicable, dated [ ] (including any schedules and appendices thereto) (the "Award Agreement") and the Plan, each of which has been provided to Grantee and are incorporated herein by reference.

Artisan Partners Asset Manageme – Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan Amended and Restated Career Share Award Agreement (February 20th, 2019)

This Amended and Restated Career Share Award Agreement (this "Award Agreement") between [ ] (the "Grantee") and Artisan Partners Asset Management Inc. ("Artisan") is effective [ ].

Artisan Partners Asset Manageme – 2013 OMNIBUS INCENTIVE COMPENSATION PLAN Franchise Share Award Certificate (Investment Team) (February 20th, 2019)

This award is subject to all of the terms, conditions and restrictions set forth in Grantee's Franchise Share Award Agreement dated [ ] (including any schedules and appendices thereto) (the "Award Agreement") and the Plan, each of which has been provided to Grantee and are incorporated herein by reference.

Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (February 20th, 2019)

WHEREAS, ________ (the "Grantee") is a Participant in the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (the "Plan") and is an employee of Flowers Foods, Inc. (the "Company") or a Subsidiary; and

Artisan Partners Asset Manageme – 2013 OMNIBUS INCENTIVE COMPENSATION PLAN Career Share Award Certificate (Non- Investment Team) (February 20th, 2019)

This award is subject to all of the terms, conditions and restrictions set forth in Grantee's Career Share Award Agreement or Amended and Restated Career Share Award Agreement, as applicable, dated [ ] (including any schedules and appendices thereto) (the "Award Agreement") and the Plan, each of which has been provided to Grantee and are incorporated herein by reference.

Artisan Partners Asset Manageme – Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (February 20th, 2019)

This Amended and Restated Restricted Share Award Agreement (this "Award Agreement") between [ ] (the "Grantee") and Artisan Partners Asset Management Inc. ("Artisan") is effective [ ].

Bear Newco, Inc. – Baker Hughes, a Ge Company Executive Officer Short Term Incentive Compensation Plan (February 19th, 2019)

The purpose of the Baker Hughes, a GE company Executive Officer Short Term Incentive Compensation Plan is to motivate and reward eligible Executive Officers by making a portion of their cash compensation dependent on the achievement of certain corporate, business unit and individual performance goals. Certain awards under the Plan may be intended to qualify as performance-based compensation deductible by the Company under the qualified performance-based compensation exception to Section 162(m). The Plan shall become effective on the Effective Date and shall remain in effect until it has been terminated pursuant to Section 9(e).

Nacco Industries, Inc. Short-Term Incentive Compensation Plan (February 15th, 2019)

This Plan shall be administered by the Committee. The Committee shall have complete authority to interpret all provisions of this Plan consistent with law, to prescribe the form of any instrument evidencing any Award granted under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration (including, without limitation, the Guidelines), and to make all other determinations necessary or advisable for the administration of this Plan. A majority of the Committee shall constitute a quorum, and the action of members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan, including the severability of any or all of the provisions hereof, shall be conclusive, final and binding upon the Employers and all present an

Cbl & Associates Limited Partnership – CBL & ASSOCIATES PROPERTIES, INC. NAMED EXECUTIVE OFFICER (Fiscal Year 2019) ANNUAL INCENTIVE COMPENSATION PLAN (AIP) OVERVIEW (February 15th, 2019)

This Annual Incentive Compensation Plan ("AIP") is a cash incentive compensation plan adopted and established by the Compensation Committee of the Board of Directors of CBL & Associates Properties, Inc. (the "Company"). This plan is designed and authorized for execution on an annual basis. The policies, objectives, purposes and guidelines of this plan are as defined by the Compensation Committee of the Company's Board of Directors, as designated by the Board from time to time (the "Compensation Committee"). All awards and bonus payments described herein are entirely variable and at the sole discretion of the Compensation Committee may be evaluated, modified or revoked at any time.