Incentive Plan Sample Contracts

Blucora, Inc. – BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT NOTICE (March 1st, 2019)

You are hereby granted by the Company a Stock Option (the “Option”) to purchase shares of the Company’s Common Stock (“Shares”) pursuant to the Blucora, Inc. 2018 Long-Term Incentive Plan (the “Incentive Plan”).

Marriott International Inc /Md/ – Approval of Amendment to the Marriott International, Inc. Stock and Cash Incentive Plan (March 1st, 2019)

WHEREAS, Marriott International, Inc. (the “Company”) maintains the Marriott International, Inc. Stock and Cash Incentive Plan, as amended (the “Plan”);

Tenet Healthcare Corp – FOURTH AMENDED TENET HEALTHCARE CORPORATION ANNUAL INCENTIVE PLAN (As Amended and Restated Effective February 27, 2019) (March 1st, 2019)
Callaway Golf Co – Callaway Golf Company Recipient: Employee/Consultant Effective Grant Date: Stock Unit Grant Number of Stock Units/Equivalent Shares: Plan: Amended and Restated 2004 Incentive Plan (March 1st, 2019)

CALLAWAY GOLF COMPANY, a Delaware corporation (the “Company”), has elected to grant to you, Recipient named above, a Stock Unit award subject to the restrictions and on the terms and conditions set forth below, in consideration for your services to the Company. Terms not otherwise defined in this Stock Unit Grant Agreement (“Agreement”) will have the meanings ascribed to them in the Plan identified above (the “Plan”).

Matador Resources Co – MATADOR RESOURCES COMPANY ANNUAL CASH INCENTIVE PLAN (March 1st, 2019)

The Plan is intended to provide the Company, and any successor thereto, a means by which it can engender and sustain a sense of personal commitment on the part of its executives, select managers and key employees in the continued growth, development and financial success of the Company and encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders. The Company may award to such employees annual incentive compensation, which is tied to the achievement of one or more pre-established performance goals, based on the terms and conditions established herein.

Iac/Interactivecorp – Terms and Conditions for Stock Options Granted Under the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan (March 1st, 2019)

These Terms and Conditions apply to the grant to you by IAC/InterActiveCorp (“IAC” or the “Company”) pursuant to Section 5 of the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan (the “Plan”) of the right and option (the “Stock Options”) to purchase the number of shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), set forth in your award notice (the “Award Notice” and together with these Terms and Conditions, the “Award Agreement”) at the exercise price per share set forth in the Award Notice. he Stock Options shall be Nonqualified Options. Unless earlier terminated pursuant to the terms of your Award Agreement or the Plan, the Stock Options shall expire on the ten year anniversary of your Award Date (the “Expiration Date”).

Iac/Interactivecorp – Terms and Conditions for Restricted Stock Units Granted Under the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan Overview (March 1st, 2019)

These Terms and Conditions apply to your award of restricted stock units (the “Award”) granted pursuant to Section 7 of the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan (the “Plan”). You were notified of your Award by way of an award notice (the “Award Notice”).

Callaway Golf Co – Callaway Golf Company Recipient: Performance Unit Grant Effective Grant Date: Number of Units Plan: Amended and Restated 2004 Incentive Plan (March 1st, 2019)

CALLAWAY GOLF COMPANY, a Delaware corporation (the "Company"), has elected to grant to you, Recipient named above, a performance share unit award subject to the restrictions and on the terms and conditions set forth below, in consideration for your services to the Company. Terms not otherwise defined in this Performance Unit Grant Agreement (“Agreement”) will have the meanings ascribed to them in the Plan identified above (the “Plan”).

Blucora, Inc. – BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN (March 1st, 2019)

You are hereby granted by the Company a Restricted Stock Unit Award (the “Award”) under the Blucora, Inc. 2018 Long-Term Incentive Plan (the “Incentive Plan”). Each restricted stock unit (an “RSU”) subject to the Award has a notional value equivalent to one share of the Company’s Common Stock for purposes of determining the number of shares of Common Stock (the “Shares”) subject to the Award.

Northwest Natural Gas Co – NORTHWEST NATURAL GAS COMPANY EXECUTIVE ANNUAL INCENTIVE PLAN (March 1st, 2019)

This amended Executive Annual Incentive Plan (the “Plan”) is executed by Northwest Natural Gas Company, an Oregon corporation (the “Company”), effective October 1, 2018. Effective October 1, 2018, the Company became a wholly-owned subsidiary of Northwest Natural Holding Company (“Parent”) and holders of Company common stock became holders of Parent common stock (“Parent Common Stock”).

Avangrid, Inc. – AVANGRID, INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (March 1st, 2019)

Avangrid, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Flushing Financial Corp – FLUSHING BANK SUPPLEMENTAL SAVINGS INCENTIVE PLAN (Amended and Restated as of November 1, 2018) (March 1st, 2019)

Unless otherwise required by the context, the capitalized terms used herein without definition are defined in the Flushing Bank 401(k) Savings Plan (the “401(k) Plan”) and shall have the same meanings as used therein.

Chefs' Warehouse, Inc. – THE CHEFS’ WAREHOUSE, INC. 2018 CASH INCENTIVE PLAN (March 1st, 2019)
CatchMark Timber Trust, Inc. – AMENDMENT TO THE AMENDED AND RESTATED CATCHMARK TIMBER TRUST, INC. 2005 LONG- TERM INCENTIVE PLAN (March 1st, 2019)

This Amendment (“Amendment”) to the Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan (the “Plan”), has been adopted by the Compensation Committee of the Board of Directors of CatchMark Timber Trust, Inc. (the “Company”), to be effective as of January 19, 2018.

Northwest Natural Gas Co – ANNUAL INCENTIVE PLAN NW Natural Gas Storage LLC (“company”, or “the company”) (March 1st, 2019)

This Plan is an annual incentive plan and each new calendar year commences a new Program Term. Each Program Term will begin on January 1 and conclude on December 31.

Aegion Corp – AEGION CORPORATION MANAGEMENT ANNUAL INCENTIVE PLAN CORPORATE EMPLOYEES (March 1st, 2019)

This Management Annual Incentive Plan (the “Plan”) of Aegion Corporation (the “Company”) is effective as of the 1st day of January 2019.

Amag Pharmaceuticals Inc. – AWARD NOTICE UNDER THE AMAG PHARMACEUTICALS, INC. LONG-TERM INCENTIVE PLAN (March 1st, 2019)

Pursuant to the AMAG Pharmaceuticals, Inc. Long-Term Incentive Plan (the “LTI Plan”) under the Company’s Fourth Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”), AMAG Pharmaceuticals, Inc. (the “Company”) has selected the Participant named above to be awarded the Target Award specified above, subject to the terms and conditions of the LTI Plan, the 2007 Plan and this Award Notice. Capitalized terms used but not defined in this Award Notice shall have the meaning given such terms in the LTI Plan. A copy of the LTI Plan is attached hereto as Exhibit A.

Medifast Inc – Form of Medifast, Inc. Amended and Restated 2012 Share Incentive Plan Grant Notice Employee Deferred Shares Medifast, Inc. Amended and Restated 2012 Share Incentive Plan GRANT NOTICE EMPLOYEE DEFERRED SHARES (March 1st, 2019)

Medifast, Inc. (the “Company”) hereby grants to the Participant named below Deferred Shares ( “RSUs”) pursuant to the Medifast, Inc. Amended and Restated 2012 Share Incentive Plan (the “Plan”) in the number specified below, which shall vest in accordance with the Vesting Schedule. Each RSU relates and corresponds in value to a single share of Company common stock (“Share”) and represents the right to receive one Share for each vested RSU.

Welbilt, Inc. – WELBILT, INC. 2016 OMNIBUS INCENTIVE PLAN (March 1st, 2019)
Teradyne, Inc – SUPPLEMENT TO THE RESTRICTED STOCK UNIT SECTION OF THE TERADYNE, INC. 2006 EQUITY AND CASH COMPENSATION INCENTIVE PLAN (as amended as of January 21, 2019) DANISH SECTION (March 1st, 2019)

This Danish Subplan was authorized and approved by the Compensation Committee of the Board of Directors on January 21, 2019. The Danish Subplan is a new equity incentive scheme designed to comply with the Danish Share Option Act.

Universal Insurance Holdings, Inc. – NOTICE OF GRANT OF PERFORMANCE UNITS PURSUANT TO THE UNIVERSAL INSURANCE HOLDINGS, INC. 2009 OMNIBUS INCENTIVE PLAN (March 1st, 2019)

This Award is made pursuant to the provisions of the Company's 2009 Omnibus Incentive Plan, as amended (the “Plan”) and is subject to the restrictions in this Notice and the additional provisions set forth in the attached Terms and Conditions (collectively, the “Agreement”).

Tribune Media Co – TRIBUNE MEDIA COMPANY EXECUTIVE INCENTIVE PLAN (March 1st, 2019)
Medifast Inc – Form of Medifast, Inc. Amended and Restated 2012 Share Incentive Plan Grant Notice Nonemployee Director Deferred Shares Medifast, Inc. Amended and Restated 2012 Share Incentive Plan GRANT NOTICE NONEMPLOYEE DIRECTOR DEFERRED SHARES (March 1st, 2019)

Medifast, Inc. (the “Company”) hereby grants to the Participant named below Deferred Shares ( “RSUs”) pursuant to the Medifast, Inc. Amended and Restated 2012 Share Incentive Plan (the “Plan”) in the number specified below, which shall vest in accordance with the Vesting Schedule. Each RSU relates and corresponds in value to a single share of Company common stock (“Share”) and represents the right to receive one Share for each vested RSU.

Blucora, Inc. – BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN (March 1st, 2019)

You are hereby granted by the Company a Restricted Stock Unit Award (the “Award”) under the Blucora, Inc. 2018 Long-Term Incentive Plan (the “Incentive Plan”). Each restricted stock unit (an “RSU”) subject to the Award has a notional value equivalent to one share of the Company’s Common Stock for purposes of determining the number of shares of Common Stock (the “Shares”) subject to the Award.

Acreage Holdings, Inc. – ACREAGE HOLDINGS, INC. OMNIBUS INCENTIVE PLAN (March 1st, 2019)
Medifast Inc – Form of Medifast, Inc. Amended and Restated 2012 Share Incentive Plan Grant Notice Performance Share Unit Medifast, Inc. Amended and Restated 2012 Share Incentive Plan GRANT NOTICE PERFORMANCE SHARE UNITS (March 1st, 2019)

Medifast, Inc. (the “Company”) hereby grants to the Participant named below performance-based Deferred Shares (“Performance Share Units” or “PSUs”) pursuant to the Medifast, Inc. Amended and Restated 2012 Share Incentive Plan (the “Plan”) in the number specified below (the “Target Award Opportunity”) covering the three-year Performance Period specified below and subject to the achievement of Performance Goals, which relate to the Performance Measures specified below. Each PSU relates to and corresponds in value to a single share of Company common stock (“Share”) and represents the right to receive one Share for each vested PSU.

Medifast Inc – Form of Medifast, Inc. Amended and Restated 2012 Share Incentive Plan Grant Notice Nonemployee Director Deferred Share Cash Equivalent Medifast, Inc. Amended and Restated 2012 Share Incentive Plan GRANT NOTICE NONEMPLOYEE DIRECTOR DEFERRED SHARE CASH EQUIVALENT (March 1st, 2019)

Medifast, Inc. (the “Company”) hereby grants to the Participant named below Deferred Shares ( “RSUs”) pursuant to the Medifast, Inc. Amended and Restated 2012 Share Incentive Plan (the “Plan”) in the number specified below, which shall vest in accordance with the Vesting Schedule. Each RSU corresponds in value to a single share of Company common stock (“Share”) and represents the right to receive the cash equivalent of a Share for each vested RSU.

Teradyne, Inc – TERADYNE, INC. 2006 EQUITY AND CASH COMPENSATION INCENTIVE PLAN (as amended through January 21, 2019) (March 1st, 2019)
Atlantic Power Corp – FIFTH AMENDED AND RESTATED LONG‑TERM INCENTIVE PLAN LEGACY AWARDS SIDE LETTER (February 28th, 2019)

As of the date of this letter, you have certain Notional Shares credited to your Notional Share Account pursuant to the Atlantic Power Holdings, Inc. Fifth Amended and Restated Long‑Term Incentive Plan (the “Plan”).  Capitalized terms not defined herein have the meanings given in the Plan.  Section 15(b) of the Plan provides that such Notional Shares are subject to the terms and conditions of the Plan in effect on the date(s) of the grant(s) of such Notional Shares other than any variation in terms approved by you and the Administrators in accordance with Section 15(c) of the Plan.  By signing and returning this letter, you acknowledge and agree with the Administrators that the terms of such Notional Shares and any additional Notional Shares credited to your Notional Share Account in respect of such Notional Shares pursuant to Section 7(b) or 9(c) of the Plan (as applicable) (collectively, the “Legacy Notional Shares”) shall be modified, effective as of the date hereof, as follows:

PACIFIC GAS & ELECTRIC Co – PG&E CORPORATION 2014 LONG-TERM INCENTIVE PLAN NON-ANNUAL RESTRICTED STOCK UNIT AWARD (February 28th, 2019)

PG&E CORPORATION, a California corporation, hereby grants Restricted Stock Units to the Recipient named below (sometimes referred to as “you”). The Restricted Stock Units have been granted under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the “LTIP”). The terms and conditions of the Restricted Stock Units are set forth in this cover sheet and in the attached Restricted Stock Unit Agreement (the “Agreement”).

Spok Holdings, Inc – Spok Holdings, Inc. 2019 Short-Term Incentive Plan (February 28th, 2019)

Effective Date. The 2019 Short-Term Incentive Plan (the “Plan”) for Spok Holdings, Inc., was adopted by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Spok Holdings, Inc., (the “Parent” or the “Company”), a Delaware corporation for the employees of Spok, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Parent (“Spok”) on December 10, 2018. The Plan is effective as of January 1, 2019 and supersedes and replaces all former management short-term incentive plans, including the Spok Holdings, Inc., 2018 Short-Term Incentive Plan.

Arena Pharmaceuticals Inc – -- Annual Incentive Plan -- (February 28th, 2019)

The Compensation Committee assigns corporate goals and, at the discretion of the Compensation Committee, individual goals. The corporate and/or individual goals are individually weighted and may include subparts. The categories of goals are set forth in Annex I.

Activision Blizzard, Inc. – ACTIVISION BLIZZARD, INC. 2014 INCENTIVE PLAN NOTICE OF STOCK OPTION AWARD (February 28th, 2019)

·                  Your Award of the Stock Option has been made in connection with your Employment Agreement, and is also governed by any applicable terms and conditions set forth in such agreement.

Activision Blizzard, Inc. – ACTIVISION BLIZZARD, INC. 2014 INCENTIVE PLAN NOTICE OF PERFORMANCE-VESTING RESTRICTED SHARE UNIT AWARD (February 28th, 2019)

·                  the Appendix attached hereto as Exhibit B, which may include special terms and conditions relating to your country of work and/or residence (the “Appendix”); and

Progress Energy Inc – AMENDMENT TO DUKE ENERGY CORPORATION 2015 LONG-TERM INCENTIVE PLAN (February 28th, 2019)