Non-Employee Director Restricted Stock Unit Agreement Sample Contracts

Abbott Laboratories Non-Employee Director Restricted Stock Unit Agreement (April 28th, 2017)

On this <<Grant_Day>> day of <<Grant_Month>>, 201 (the Grant Date), Abbott Laboratories hereby grants to <<First Name>> <<MI>> <<Last Name>> (the Director) a Restricted Stock Unit Award (the Award) of <<NoShares12345>> restricted stock units (the Units) representing the right to receive an equal number of Shares on a specified Delivery Date.

Abbott Laboratories Non-Employee Director Restricted Stock Unit Agreement (April 28th, 2017)

On this <<Grant_Day>> day of <<Grant_Month>>, 201 (the Grant Date), Abbott Laboratories hereby grants to <<First Name>> <<MI>> <<Last Name>> (the Director) a Restricted Stock Unit Award (the Award) of <<NoShares12345>> restricted stock units (the Units) representing the right to receive an equal number of Shares on a specified Delivery Date.

Intel Corporation Non-Employee Director Restricted Stock Unit Agreement (April 27th, 2017)

This Restricted Stock Unit Agreement (this "Agreement"), the Notice of Grant delivered herewith (the "Notice of Grant") and the Intel Corporation 2006 Equity Incentive Plan (the "2006 Plan"), as such may be amended from time to time, constitute the entire understanding between you and Intel Corporation (the "Corporation") regarding the Restricted Stock Units ("RSUs") identified in your Notice of Grant.

Post Holdings, Inc. – Post Holdings, Inc. Non-Employee Director Restricted Stock Unit Agreement (February 1st, 2016)

POST HOLDINGS, INC. (the "Company"), hereby grants to the individual named below (the "Grantee") an award of restricted stock units (the "Restricted Stock Units") set forth below, effective on the Date of Grant set forth below, subject to the Grantee timely executing and delivering to the Company, pursuant to such procedures as the Company will establish from time to time, this Restricted Stock Unit Agreement (this "Agreement"). The Restricted Stock Units shall vest and become payable in Shares according to the vesting schedule described below, subject to earlier termination of the Restricted Stock Units, as provided in this Agreement and the terms and conditions of the Post Holdings, Inc. 2016 Long-Term Incentive Plan (the "Plan"). Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.

Intel Corporation Non-Employee Director Restricted Stock Unit Agreement (April 27th, 2015)

This Restricted Stock Unit Agreement (this "Agreement"), the Notice of Grant delivered herewith (the "Notice of Grant") and the Intel Corporation 2006 Equity Incentive Plan (the "2006 Plan"), as such may be amended from time to time, constitute the entire understanding between you and Intel Corporation (the "Corporation") regarding the Restricted Stock Units ("RSUs") identified in your Notice of Grant.

Intel Corporation Non-Employee Director Restricted Stock Unit Agreement (April 27th, 2015)

This Restricted Stock Unit Agreement (this "Agreement"), the Notice of Grant delivered herewith (the "Notice of Grant") and the Intel Corporation 2006 Equity Incentive Plan (the "2006 Plan"), as such may be amended from time to time, constitute the entire understanding between you and Intel Corporation (the "Corporation") regarding the Restricted Stock Units ("RSUs") identified in your Notice of Grant.

Target Corporation 2011 Long-Term Incentive Plan NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (March 13th, 2015)

THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement") is made in Minneapolis, Minnesota as of the date of grant (the "Grant Date") set forth in the award letter (the "Award Letter") by and between the Company and the person (the "Director") identified in the Award Letter. This award (the "Award") of Restricted Stock Units ("RSUs"), provided to you as a member of the Board, is being issued under the Target Corporation 2011 Long-Term Incentive Plan (the "Plan"), subject to the following terms and conditions.

Jason Industries, Inc. – Non-Employee Director Restricted Stock Unit Agreement Pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan (November 7th, 2014)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Jason Industries, Inc., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and

Non-Employee Director Restricted Stock Unit Agreement (October 29th, 2014)

This Restricted Stock Unit Agreement (this "Agreement"), the Notice of Grant delivered herewith (the "Notice of Grant") and the Intel Corporation 2006 Equity Incentive Plan (the "2006 Plan"), as such may be amended from time to time, constitute the entire understanding between you and Intel Corporation (the "Corporation") regarding the Restricted Stock Units ("RSUs") identified in your Notice of Grant.

Abbvie Inc. Non-Employee Director Restricted Stock Unit Agreement (May 8th, 2013)

On this <<Grant_Day>> day of <<Grant_Month>>, 201 (the Grant Date), AbbVie Inc. (the Company) hereby grants to <<First Name>> <<MI>> <<Last Name>> (the Director) a Restricted Stock Unit Award (the Award) of <<NoShares12345>> restricted stock units (the Units) representing the right to receive an equal number of Shares on a specified Delivery Date.

Non-Employee Director Restricted Stock Unit Agreement Time-Based Vesting Polycom, Inc. Restricted Stock Unit Agreement (April 30th, 2013)

Polycom, Inc. (the Company) hereby grants you, [NAME] (the Director), an award of Restricted Stock Units under the Companys 2011 Equity Incentive Plan (the Plan). The date of this Restricted Stock Unit Agreement (the Agreement) is [DATE] (the Grant Date). Subject to the provisions of Appendix A (attached), and of the Plan, the principal features of this award are as follows:

Target Corporation 2011 Long-Term Incentive Plan NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (March 20th, 2013)

THIS RESTRICTED STOCK UNIT AGREEMENT (the Agreement) is made in Minneapolis, Minnesota as of the date of grant (the Grant Date) set forth in the award letter (the Award Letter) by and between the Company and the person (the Director) identified in the Award Letter. This award (the Award) of Restricted Stock Units (RSUs), provided to you as a member of the Board, is being issued under the Target Corporation 2011 Long-Term Incentive Plan (the Plan), subject to the following terms and conditions.

Georgia Gulf Corporation – Non-Employee Director Restricted Stock Unit Agreement (March 5th, 2013)

This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (the Agreement), dated as of , is made and entered into by and between AXIALL CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the Company), and (Grantee).

Georgia Gulf Corporation – Non-Employee Director Restricted Stock Unit Agreement (November 8th, 2012)

This AGREEMENT (the Agreement) is dated as of September 11, 2012 by and between GEORGIA GULF CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the Company), and WILLIAM L. MANSFIELD (Grantee).

Target Corporation 2011 Long-Term Incentive Plan NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (January 11th, 2012)

THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement") is made in Minneapolis, Minnesota as of the date of grant (the "Grant Date") set forth in the award letter (the "Award Letter") by and between the Company and the person (the "Director") identified in the Award Letter. This award (the "Award") of Restricted Stock Units ("RSUs"), provided to you as a member of the Board, is being issued under the Target Corporation 2011 Long-Term Incentive Plan (the "Plan"), subject to the following terms and conditions.

Form of Non-Employee Director Annual Vesting RSU Grant REPUBLIC SERVICES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (December 27th, 2011)

THIS RESTRICTED STOCK UNIT AGREEMENT (the Agreement), dated as of the [ ] day of January, [ ], between Republic Services, Inc., a Delaware corporation (the Company) and [ ] (the Director), is made pursuant and subject to the provisions of the Companys Amended and Restated 2007 Stock Incentive Plan, and any future amendments thereto (the Plan). The Plan, as it may be amended from time to time, is incorporated herein by reference.

Form of Non-Employee Director Three-Year Vesting RSU Grant REPUBLIC SERVICES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (December 27th, 2011)

THIS RESTRICTED STOCK UNIT AGREEMENT (the Agreement), dated as of the [ ] day of January , between Republic Services, Inc., a Delaware corporation (the Company) and [ ] (the Director), is made pursuant and subject to the provisions of the Companys Amended and Restated 2007 Stock Incentive Plan, and any future amendments thereto (the Plan). The Plan, as it may be amended from time to time, is incorporated herein by reference.

Georgia Gulf Corporation – Form of Non-Employee Director Restricted Stock Unit Agreement (August 5th, 2011)

This AGREEMENT (the Agreement) is dated as of by and between GEORGIA GULF CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the Company), and (Grantee).

Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement (August 2nd, 2011)

THIS AGREEMENT is made as of the day of , 20 , by and between Comerica Incorporated, a Delaware corporation (hereinafter referred to as the Corporation), and <Director Name> (hereinafter referred to as the Director). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors, as amended from time to time (the Plan).

Carnival Corporation 2011 Stock Plan Non-Employee Director Restricted Stock Unit Agreement (July 1st, 2011)

THIS AGREEMENT (the Agreement) is made effective as of [GRANT DATE], (hereinafter the Grant Date) between Carnival Corporation, a corporation organized under the laws of the Republic of Panama (the Company), and [DIRECTOR NAME] (the Director), pursuant to the Carnival Corporation 2011 Stock Plan (the Plan).

Non-Employee Director Restricted Stock Unit Agreement (April 27th, 2011)

This Non-Employee Director Restricted Stock Unit Agreement (the Agreement) evidences this grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

Iridium Communications Inc – 2009 Iridium Communications Inc. Stock Incentive Plan Non-Employee Director Restricted Stock Unit Agreement (March 7th, 2011)

THIS RESTRICTED STOCK UNIT AGREEMENT (the Agreement), dated as of [], 20[] (the Date of Grant), is made by and between Iridium Communications Inc., a Delaware corporation (the Company), and [] (Participant).

Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement (February 28th, 2011)

THIS AGREEMENT is made as of the day of 20 , by and between Comerica Incorporated, a Delaware corporation (hereinafter referred to as the Corporation), and (hereinafter referred to as the Director). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors, as amended from time to time (the Plan).

Verisign, Inc. 2006 Equity Incentive Plan Non-Employee Director Restricted Stock Unit Agreement (August 3rd, 2010)

The Board of Directors of VeriSign, Inc. has approved a grant to you (the Participant named below) of [ ] Restricted Stock Units (RSUs) pursuant to the VeriSign, Inc. 2006 Equity Incentive Plan (the Plan), as described below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

Iridium Communications Inc – 2009 Iridium Communications Inc. Stock Incentive Plan Non-Employee Director Restricted Stock Unit Agreement (December 22nd, 2009)

THIS RESTRICTED STOCK UNIT AGREEMENT (the Agreement), dated as of [], 20[] (the Date of Grant), is made by and between Iridium Communications Inc., a Delaware corporation (the Company), and [] (Participant).

INTEL CORPORATION NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT UNDER THE 2006 EQUITY INCENTIVE PLAN (For RSUs Granted After January 17, 2008) (August 3rd, 2009)

1. TERMS OF RESTRICTED STOCK UNIT This Restricted Stock Unit Agreement (this Agreement), the Notice of Grant delivered herewith (the Notice of Grant) and the Intel Corporation 2006 Equity Incentive Plan (the 2006 Plan), as such may be amended from time to time, constitute the entire understanding between you and Intel Corporation (the Corporation) regarding the Restricted Stock Units (RSUs) identified in your Notice of Grant. 2. VESTING OF RSUs Provided that you continuously serve as a member of the Corporations Board of Directors from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs shall vest and be converted into the right to receive the number of shares of the Corporations Common Stock, $.001 par value (the Common Stock), specified in the Notice of Grant with respect to such vesting date, except as otherwise provided in this Agree

INTEL CORPORATION NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT UNDER THE 2006 EQUITY INCENTIVE PLAN (For RSUs Granted After March 27, 2009 Under the OSU Program) (August 3rd, 2009)

1. TERMS OF RESTRICTED STOCK UNIT This Restricted Stock Unit Agreement (this Agreement), the Notice of Grant delivered herewith (the Notice of Grant) and the Intel Corporation 2006 Equity Incentive Plan (the 2006 Plan), as such may be amended from time to time, constitute the entire understanding between you and Intel Corporation (the Corporation) regarding the Restricted Stock Units (RSUs) identified in your Notice of Grant. 2. VESTING OF RSUs Provided that you continuously serve as a member of the Corporations Board of Directors from the Grant Date specified in the Notice of Grant through the vesting date specified in the Notice of Grant, then as of the vesting date the RSUs shall vest and be converted into the right to receive the number of shares of the Corporations Common Stock, $.001 par value (the Common Stock), determined by multiplying the Target Number of Shares as specified in the Notice of

Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement (July 31st, 2009)

THIS AGREEMENT is made as of the day of , 20 , by and between Comerica Incorporated, a Delaware corporation (hereinafter referred to as the Corporation), and (hereinafter referred to as the Director). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors, as amended from time to time (the Plan).

Abbott Laboratories Non-Employee Director Restricted Stock Unit Agreement (April 24th, 2009)

This Restricted Stock Unit Agreement (the Agreement), made on <<DateAwded>> (the Grant Date), between Abbott Laboratories, an Illinois corporation (the Company), and <<Name>> (the Director), provides for the grant by the Company to the Director of a Restricted Stock Unit Award (the Award) under the Companys 2009 Incentive Stock Program (the Program). This Agreement incorporates and is subject to the provisions of the Program. To the extent not defined herein, capitalized terms shall have the same meaning as in the Program, and in the event of any inconsistency between the provisions of this Agreement and the provisions of the Program, the Program shall control.

Republic Services, Inc. Non-Employee Director Restricted Stock Unit Agreement (March 2nd, 2009)

THIS RESTRICTED STOCK UNIT AGREEMENT (the Agreement), dated as of the day of , between Republic Services, Inc., a Delaware corporation (the Company) and (the Director), is made pursuant and subject to the provisions of the Companys 2007 Stock Incentive Plan, and any future amendments thereto (the Plan). The Plan, as it may be amended from time to time, is incorporated herein by reference.

Republic Services, Inc. Non-Employee Director Restricted Stock Unit Agreement (March 2nd, 2009)

THIS RESTRICTED STOCK UNIT AGREEMENT (the Agreement), dated as of the day of , between Republic Services, Inc., a Delaware corporation (the Company) and (the Director), is made pursuant and subject to the provisions of the Companys 2007 Stock Incentive Plan, and any future amendments thereto (the Plan). The Plan, as it may be amended from time to time, is incorporated herein by reference.

[Form of Non-Employee Director Restricted Stock Unit Agreement Time-Based Vesting] Polycom, Inc. Restricted Stock Unit Agreement (February 26th, 2009)

Polycom, Inc. (the Company) hereby grants you, [Name] (the Director), an award of Restricted Stock Units under the Companys 2004 Equity Incentive Plan (the Plan). The date of this Restricted Stock Unit Agreement (the Agreement) is [DATE] (the Grant Date). Subject to the provisions of Appendix A (attached), Appendix B (attached) and of the Plan, the principal features of this award are as follows:

EQUIFAX INC. 2008 OMNIBUS INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT [Director] Number of Shares Subject to Award: [Number of Shares] Shares Date of Grant: [Grant Date] (February 26th, 2009)

Pursuant to the Equifax Inc. 2008 Omnibus Incentive Plan (the Plan), Equifax Inc., a Georgia corporation (the Company), hereby grants to the above-referenced non-employee member of the Board of Directors of the Company (the Director) on the Date of Grant set forth above, an award of Restricted Stock Units (the Award) entitling Director to receive such number of shares of Company common stock (the Shares) as is set forth above on the terms and conditions set forth in this agreement (this Agreement) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.

Year 2000 Unionbancal Corporation Management Stock Plan Non-Employee Director Restricted Stock Unit Agreement (August 6th, 2007)

WHEREAS, the Company has adopted the Year 2000 UnionBanCal Corporation Management Stock Plan (the Plan) as an amendment and restatement of the predecessor UnionBanCal Corporation Management Stock Plan authorizing the transfer of common stock of the Company (Stock) to eligible individuals in connection with the performance of services for the Company and its Subsidiaries (as defined in the Plan). The Plan is administered by the Executive Compensation and Benefits Committee (Committee) of the Companys Board of Directors and is incorporated in this Agreement by reference and made a part of it; and

Verisign, Inc. 2006 Equity Incentive Plan Non-Employee Director Restricted Stock Unit Agreement (July 12th, 2007)

The Board of Directors of VeriSign, Inc. has approved a grant to you (the Participant named below) [ ] Restricted Stock Units (RSUs) pursuant to the VeriSign, Inc. 2006 Equity Incentive Plan (the Plan), as described below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.