Non-Employee Director Sample Contracts

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (Non-Qualified Option) THIS AGREEMENT GRANTS A NON-QUALIFIED STOCK OPTION RESALE OF STOCK ISSUED ON EXERCISE OF THIS OPTION WILL BE RESTRICTED
Non-Employee Director • December 16th, 2011 • DNB Financial Corp /Pa/ • National commercial banks

In view of your substantial contributions toward the achievement of the business goals and objectives of DNB Financial Corporation (the "Corporation") and DNB First, National Association (the "Bank") and the expectation of your future contributions, the Board of Directors of the Corporation is pleased to award you an option to purchase shares of the Common Stock of the Corporation pursuant to the 1995 Stock Option Plan of DNB Financial Corporation (As amended and restated, effective as of April 27, 2004) (the "Plan"). This letter will serve as the stock option agreement between you and the Corporation. The option awarded to you is subject to the following terms.

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Non-Employee Director AWARD AGREEMENT
Non-Employee Director • January 6th, 2011 • NuStar Energy L.P. • Pipe lines (no natural gas) • Texas

This Restricted Unit agreement (“Agreement”), effective as of December 30, 2010 (“Grant Date”), is between NuStar GP, LLC (the “Company”) and [insert name] (“Participant”), a participant in the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan (the “Plan”). All capitalized terms contained in this Award shall have the same definitions as are set forth in the Plan unless otherwise defined herein. The terms of this grant are set forth below.

NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
Non-Employee Director • October 21st, 2005 • Cephalon Inc • Pharmaceutical preparations • Pennsylvania
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (2018 Stock Incentive Plan)
Non-Employee Director • July 27th, 2022 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”) and the participant identified on the Signature Page attached hereto (the “Participant”).

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Non-Employee Director • February 24th, 2014 • Carbo Ceramics Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

THIS AWARD AGREEMENT (the “Agreement”), made as of this , between CARBO Ceramics Inc. (the “Company”), a Delaware corporation, with its principal offices at 575 N. Dairy Ashford, Suite 300, Houston, Texas 77079 and (the “Participant”).

NON-EMPLOYEE DIRECTOR DEFERRED STOCK AGREEMENT
Non-Employee Director • July 30th, 2009 • Adolor Corp • Pharmaceutical preparations • Delaware

Adolor Corporation, a Delaware corporation (the “Company”), and the Grantee hereby enter into this Deferred Stock Agreement (the “Agreement”). All capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Adolor Corporation 2003 Stock Based Incentive Compensation Plan, as amended and restated (the “Plan”).

NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V.
Non-Employee Director • June 16th, 2016 • Patheon N.V. • Pharmaceutical preparations • New York

This Award Agreement (this “RSU Award Agreement”), dated as of [DATE] (the “Date of Grant”), is made by and between Patheon N.V., a Dutch public limited company (the “Company”), and [NAME] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Patheon N.V. 2016 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Non-Employee Director • February 16th, 2012 • Halliburton Co • Oil & gas field services, nec • Texas

AGREEMENT made as of the _____ day of __________ between HALLIBURTON COMPANY, a Delaware corporation (the “Company”), and __________ (“Non-Employee Director”).

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Non-Employee Director • June 22nd, 2012 • Halliburton Co • Oil & gas field services, nec

AGREEMENT made as of the ___ day of ________, 2012 between HALLIBURTON COMPANY, a Delaware corporation (the “Company”), and _____________ (“Non-Employee Director”).

NON-EMPLOYEE DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENT
Non-Employee Director • May 9th, 2012 • Nautilus, Inc. • Sporting & athletic goods, nec • Washington

Nautilus, Inc. (the “Company”), through its Board of Directors or a Committee thereof (the "Plan Administrator"), has granted to XX (the “Optionee”), an option to purchase a total of XX shares of the Company's Common Stock (the "Option Shares"), at an exercise price of $XX for each Option Share. This Option has been granted on XX (the "Grant Date") pursuant to the Nautilus, Inc. 2005 Long Term Incentive Plan (the “Plan”) which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Non-Employee Director • April 24th, 2006 • Carbo Ceramics Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

THIS AWARD AGREEMENT (the "Agreement"), made as of this __ day of ____ 20__, between CARBO Ceramics Inc. (the "Company"), a Delaware corporation, with its principal offices at 6565 MacArthur Boulevard, Suite 1050, Irving, Texas 75039, and _________ (the "Participant"), who resides at ____________________________.

VOYA FINANCIAL, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director • February 21st, 2020 • Voya Financial, Inc. • Life insurance • New York

THIS AGREEMENT, (the “Award Agreement”), effective as of [DATE], is entered into by and between Voya Financial, Inc. (the “Company”) and [NAME], a director of the Company (the “Grantee”).

NON-EMPLOYEE DIRECTOR AWARD AGREEMENT UNDER THE SURGIVISION, INC. 2010 NON- QUALIFIED STOCK OPTION PLAN
Non-Employee Director • March 28th, 2014 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

Pursuant to the SurgiVision, Inc. 2010 Non-Qualified Stock Option Plan as amended through the date hereof (the “Plan”), SurgiVision, Inc. (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is a director of the Company but is not an employee of the Company or any Subsidiary, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. The Stock Option is not intended to be an “incentive stock option” under Section 422 of the Code. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.

RESTRICTED STOCK UNIT GRANT
Non-Employee Director • February 21st, 2023 • Welltower Inc. • Real estate investment trusts

WHEREAS, the Corporation maintains the 2022 Long-Term Incentive Plan (the "Plan") in order to promote the growth and profitability of the Corporation by providing officers, key employees and non-employee directors with incentives to achieve long-term corporate objectives, to assist the Corporation in attracting and retaining officers, key employees and non employee directors of outstanding competence, and to provide such individuals with an opportunity to acquire an equity interest in the Corporation;

ASPEN INSURANCE HOLDINGS LIMITED NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AWARD AGREEMENT
Non-Employee Director • August 6th, 2008 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance

THIS AWARD AGREEMENT (the “Agreement”), is made effective as of the 2nd day of May 2008 (hereinafter called the “Date of Grant”), between Aspen Insurance Holdings Limited, a Bermuda corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):

NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Employee Director • September 28th, 2012 • Donaldson Co Inc • Industrial & commercial fans & blowers & air purifing equip

OPTION AGREEMENT made this ___ day of ____, ____, by and between Donaldson Company, Inc., a Delaware corporation (hereinafter, together with its subsidiaries, called “Donaldson”), and _______________, a non-employee Director of Donaldson (hereinafter called “Participant”).

NON-EMPLOYEE DIRECTOR PHANTOM UNIT AWARD AGREEMENT
Non-Employee Director • February 23rd, 2017 • NuStar GP Holdings, LLC • Pipe lines (no natural gas) • Texas

This Phantom Unit agreement (“Agreement”), effective as of [GRANT DATE] (“Grant Date”), is between NuStar GP Holdings, LLC (the “Company”) and [NAME] (“Participant”), a participant in the NuStar GP Holdings, LLC Long-Term Incentive Plan, as the same may be amended (the “Plan”), pursuant to and subject to the provisions of the Plan. All capitalized terms contained in this Agreement shall have the same definitions as are set forth in the Plan unless otherwise defined herein. The terms governing this Award are set forth below. Certain provisions applicable to this Agreement are set forth on Appendix A.

STEC, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Non-Employee Director • May 28th, 2010 • Stec, Inc. • Computer storage devices • California

STEC, Inc., a California corporation, (the “Company”), pursuant to its 2010 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), an option to purchase the number of shares of Common Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

RESTRICTED STOCK UNIT AWARD AGREEMENT AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN
Non-Employee Director • June 23rd, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus
NAUTILUS, INC. NON-EMPLOYEE DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENT
Non-Employee Director • August 19th, 2005 • Nautilus, Inc. • Sporting & athletic goods, nec • Washington

Nautilus, Inc. (the “Company”), through its Board of Directors or a Committee thereof (the “Plan Administrator”), has granted to [Name] (the “Optionee”), an option to purchase a total of [ · ] shares of the Company’s Common Stock (the “Option Shares”), at an exercise price of $[ ] for each Option Share. This Option has been granted on (the “Grant Date”) pursuant to the Nautilus, Inc. 2005 Long Term Incentive Plan (the “Plan”) which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Non-Employee Director • June 22nd, 2012 • Halliburton Co • Oil & gas field services, nec • Texas

AGREEMENT made as of the ___ day of ________, 2012 between HALLIBURTON COMPANY, a Delaware corporation (the “Company”), and _____________ (“Non-Employee Director”).

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NON-EMPLOYEE DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENT
Non-Employee Director • August 11th, 2011 • Nautilus, Inc. • Sporting & athletic goods, nec • Washington

Nautilus, Inc. (the “Company”), through its Board of Directors or a Committee thereof (the "Plan Administrator"), has granted to Director Name (the “Optionee”), an option to purchase a total of XX,XXX shares of the Company's Common Stock (the "Option Shares"), at an exercise price of $XX.XX for each Option Share. This Option has been granted on Date, 20XX (the "Grant Date") pursuant to the Nautilus, Inc. 2005 Long Term Incentive Plan (the “Plan”) which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

NON-EMPLOYEE DIRECTOR RESTRICTED UNIT AWARD AGREEMENT
Non-Employee Director • February 23rd, 2017 • NuStar Energy L.P. • Pipe lines (no natural gas) • Delaware

This Restricted Unit agreement (“Agreement”), effective as of [GRANT DATE] (“Grant Date”), is between NuStar GP, LLC (the “Company”), NuStar Services Company LLC and [NAME] (“Participant”), a participant in the NuStar GP, LLC Fifth Amended and Restated 2000 Long-Term Incentive Plan, as the same may be amended (the “Plan”), pursuant to and subject to the provisions of the Plan. All capitalized terms contained in this Agreement shall have the same definitions as are set forth in the Plan unless otherwise defined herein. The terms governing this Award are set forth below. Certain provisions applicable to this Agreement are set forth on Appendix A.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT GMX RESOURCES INC. AMENDED AND RESTATED 2008 LONG-TERM INCENTIVE PLAN
Non-Employee Director • August 9th, 2011 • GMX Resources Inc • Crude petroleum & natural gas • Oklahoma

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is entered into effective as of the grant date set forth on the attached Notice of Grant of Restricted Stock attached hereto as Appendix A (the "Notice"), for all purposes, by and between GMX Resources Inc., an Oklahoma corporation (the "Company"), and the individual named on the Notice (the "Participant"), with reference to the following circumstances:

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