Performance-Based Restricted Stock Unit Award Agreement Sample Contracts

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Symantec Corporation Amended and Restated Performance Based Restricted Stock Unit Award Agreement Recitals (August 4th, 2017)
Symantec Corporation Performance Based Restricted Stock Unit Award Agreement Recitals (August 4th, 2017)

Subject to the provisions of Appendix B hereto, the Shares that may be earned on each applicable vesting date shall vest on that date only if the employment of the Participant has not Terminated as of such date, and no additional Shares shall vest following the Participant's Termination.

CSRA Inc. – Csra Inc. 2015 Omnibus Incentive Plan Performance Based Restricted Stock Unit Award Agreement (June 5th, 2017)

This Agreement ("Agreement") is made and entered into as of _______________ (the "Grant Date") by and between CSRA Inc., a Nevada corporation (the "Company"), and _______________, a full-time employee of the Company and/or one or more of its subsidiaries (the "Employee").

2017 Performance-Based Restricted Stock Unit Award Agreement (April 28th, 2017)

You have been awarded a number of performance-based restricted stock units (the "Stock Units") under the NCR Corporation 2013 Stock Incentive Plan, as amended from time to time (the "Plan"), which number is described on the performance-based restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third-party Plan administrator (the "TPA") for NCR Corporation (referred to herein as "NCR" or the "Company"), effective as of the date of grant of this award (the "Grant Date"), subject to the terms and conditions of this 2017 Performance-Based Restricted Stock Unit Award Agreement (this "Agreement"), including the non-competition, non-solicitation and non-recruit/hire post-employment restrictive covenants set forth in Section 10, and the Plan. Capitalized terms used but not defined herein are defined in the Plan.

FORM OF AWARD AGREEMENT 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement NCR Corporation 2013 Stock Incentive Plan (April 28th, 2017)

You have been awarded a number of performance-based restricted stock units (the "Stock Units") under the NCR Corporation 2013 Stock Incentive Plan as amended from time to time (the "Plan"), which number is described on the restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third party Plan administrator (the "TPA") for NCR Corporation (referred to herein as "NCR" or the "Company"), effective as of the date of grant of this award (the "Grant Date"), subject to the terms and conditions of this 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement (this "Agreement"), including the non-competition, non-solicitation and non-recruit/hire post-employment restrictive covenants set forth in Section 10, and the Plan. Capitalized terms used but not defined herein are defined in the Plan.

CELANESE CORPORATION 2009 GLOBAL INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED <<DATE>> (April 18th, 2017)

This grant is made pursuant to the Performance-Based Restricted Stock Unit Award Agreement dated as of <<Date>>, between Celanese and you, covering a performance period from January 1, 2017 through December 31, 2019, which Agreement is attached hereto and made a part hereof.

Performance-Based Restricted Stock Unit Award Agreement Buffalo Wild Wings, Inc. 2012 Equity Incentive Plan (April 7th, 2017)

This Agreement (the "Agreement"), dated and effective as of the Grant Date specified above, is between Buffalo Wild Wings, Inc., a Minnesota corporation (the "Company"), and the Participant identified above.

Performance-Based Restricted Stock Unit Award Agreement 2016 Long-Term Incentive RSU Award (March 16th, 2017)

Effective as of the Date of Award, this Award Agreement sets forth the grant of Restricted Stock Units ("RSUs") by CIT Group Inc., a Delaware corporation (the "Company"), to the Participant, pursuant to the provisions of the CIT Group Inc. 2016 Omnibus Incentive Plan (the "Plan"). This Award Agreement memorializes the terms and conditions as approved by the Compensation Committee of the Board (the "Committee"). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

ManTech International – Form of Performance-Based Restricted Stock Unit Award Agreement (March 13th, 2017)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (Agreement), effective as of [ ], 2017, is between ManTech International Corporation (Company), and [ ](Grantee), pursuant to the terms of the Management Incentive Plan of ManTech International Corporation 2016 Restatement, as may be amended from time to time (Plan). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Schneider National, Inc. – Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (March 7th, 2017)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), dated as of [ ] (the Date of Grant), is made by and between Schneider National, Inc., a Wisconsin corporation (the Company), and [ ] (the Participant).

XPO Logistics – PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, Dated as of ____________ (The "Grant Date") Between XPO LOGISTICS, INC., a Delaware Corporation (The "Company"), and _______________. (February 28th, 2017)

This Performance-Based Restricted Stock Unit Award Agreement (this "Award Agreement") sets forth the terms and conditions of an award of performance-based restricted stock units with respect to a number of shares of the Company's Common Stock, $0.001 par value ("Share") set forth on Exhibit A (this "Award"), that is subject to the terms and conditions specified herein (each such restricted stock unit, an "RSU") and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the "Plan"). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, Shares or cash, as set forth in Section 3 of this Award Agreement.

Tri Pointe Homes Inc. Common S – Tri Pointe Group, Inc. 2013 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Award Agreement - Eps Performance Measurement (Executive Form) (February 28th, 2017)

TRI Pointe Group, Inc., a Delaware corporation (the "Company"), hereby grants to [_________] (the "Holder") as of [____________, 20__] (the "Grant Date"), pursuant to the terms and conditions of the TRI Pointe Group, Inc. 2013 Long-Term Incentive Plan, as amended (the "Plan"), an award of performance-based restricted stock units (the "Award" and the restricted stock units granted pursuant to this Agreement, the "Award Units") with respect to [_________] shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the "Agreement"). Capitalized terms used in this Agreement and not defined herein or set forth in Attachment A have the respective meanings given to them in the Plan.

Management Incentive Plan Performance-Based Restricted Stock Unit Award Agreement Participant: <<First Name>> <<Last Name>> (February 28th, 2017)

This Performance-Based Restricted Stock Unit Award Agreement (this "Agreement") is made by and between Basic Energy Services, Inc., a Delaware corporation (the "Company"), and [*] (the "Participant"), effective as of [*] (the "Date of Grant").

Tri Pointe Homes Inc. Common S – Performance-Based Restricted Stock Unit Award Agreement - Tsr Performance Measurement (Executive Form) (February 28th, 2017)

TRI Pointe Group, Inc., a Delaware corporation (the "Company"), hereby grants to [___________________] (the "Holder") as of [____________________] (the "Grant Date"), pursuant to the terms and conditions of the TRI Pointe Group, Inc. 2013 Long-Term Incentive Plan, as amended (the "Plan"), an award of performance-based restricted stock units (the "Award" and the restricted stock units granted pursuant to this Agreement, the "Award Units") with respect to [________________] shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the "Agreement"). Capitalized terms used in this Agreement and not defined herein or set forth in Attachment A have the respective meanings given to them in the Plan.

Performance-Based Restricted Stock Unit Award Agreement (February 24th, 2017)

THIS AGREEMENT is entered into and effective as of [*] (the "Date of Grant"), by and between Ecolab Inc. (the "Company") and [*] (the "Grantee").

Performance-Based Restricted Stock Unit Award Agreement Under the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan (February 17th, 2017)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), made as of [GRANT DATE] (the "Grant Date") by and between Alliance Data Systems Corporation (the "Company") and [PARTICIPANT NAME] (the "Participant") who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the "Award") to the Participant and the Participant's acceptance of the Award in accordance with the provisions of the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan (the "Plan"). The Company and the Participant agree as follows:

Performance-Based Restricted Stock Unit Award Agreement Under the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan (February 17th, 2017)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), made as of [GRANT DATE] (the "Grant Date") by and between Alliance Data Systems Corporation (the "Company") and [PARTICIPANT NAME] (the "Participant") who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the "Award") to the Participant and the Participant's acceptance of the Award in accordance with the provisions of the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan (the "Plan"). The Company and the Participant agree as follows:

Performance-Based Restricted Stock Unit Award Agreement Under the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan (February 17th, 2017)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), made as of [GRANT DATE] (the "Grant Date") by and between Alliance Data Systems Corporation (the "Company") and [PARTICIPANT NAME] (the "Participant") who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the "Award") to the Participant and the Participant's acceptance of the Award in accordance with the provisions of the Alliance Data Systems Corporation 2015 Omnibus Incentive Plan (the "Plan"). The Company and the Participant agree as follows:

Kemper Corporation 2011 Omnibus Equity Plan PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (Relative TSR) (February 13th, 2017)

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT ("Agreement") is made as of this ______ day of ___________, ____ ("Grant Date") between KEMPER CORPORATION, a Delaware corporation ("Company"), and <<name>> ("Award Holder") for an Award of an aggregate of <<shares>> (<<shares>>) restricted stock units (the "RSUs"), each representing the right to receive one share of the Company's common stock ("Common Stock") on the terms and conditions set forth in this Agreement.

Kemper Corporation 2011 Omnibus Equity Plan PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (Adjusted ROE) (February 13th, 2017)

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT ("Agreement") is made as of this ______ day of ___________, ____ ("Grant Date") between KEMPER CORPORATION, a Delaware corporation ("Company"), and <<name>> ("Award Holder") for an Award of an aggregate of <<shares>> (<<shares>>) restricted stock units (the "RSUs"), each representing the right to receive one share of the Company's common stock ("Common Stock") on the terms and conditions set forth in this Agreement.

Heritage Financial Corporation – Heritage Financial Corporation 2014 Omnibus Equity Plan Performance-Based Restricted Stock Unit Award Agreement (February 1st, 2017)

The Participant specified below has been granted a performance-based restricted stock unit award (the "Award") by HERITAGE FINANCIAL CORPORATION, a Washington corporation (the "Company"), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the "Plan"). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement ("Award Agreement").

Performance-Based Restricted Stock Unit Award Agreement GRANT Date: [ ] (January 25th, 2017)

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Award Agreement") is between the employee named in the attached Notice of Grant of Award ("Participant") and Cameron International Corporation (the "Company"), in connection with the Performance-Based Restricted Stock Unit ("PRSU") Award granted to Participant by the Company under the Company's Equity Incentive Plan (the "Plan"). For purposes of this Award Agreement, "Employer" means the Company or Subsidiary that employs the Participant on the applicable date. All capitalized terms not defined in this Award Agreement shall have the same meaning as set forth in the Plan.

Performance-Based Restricted Stock Unit Award Agreement (December 23rd, 2016)

Pursuant to the pSivida Corp. 2008 Incentive Plan (as amended from time to time, the Plan), as amended through the date hereof, and this agreement, as amended and restated on December 21, 2016 (this Agreement), pSivida Corp., a Delaware corporation (the Company) hereby grants an award (the Award) of performance-based restricted stock units (the Restricted Stock Units) to the Grantee named above.

Performance-Based Restricted Stock Unit Award Agreement Inducement Award (December 23rd, 2016)

Pursuant to this agreement, as amended and restated on December 21, 2016, (this Agreement), pSivida Corp., a Delaware corporation (the Company), hereby grants an award (the Award) of performance-based restricted stock units (the Restricted Stock Units) to the Grantee named above. The Award is granted to the Grantee in connection with her entering into Employment with the Company and is regarded by the parties as an inducement material to the Grantees entering into Employment within the meaning of NASDAQ Listing Rule 5635(c).

Versum Materials, LLC – Versum Materials, Inc. Performance-Based Restricted Stock Unit Award Agreement (December 21st, 2016)

THIS AGREEMENT (the "Agreement"), is made, effective as of ___________________ (the "Grant Date") between Versum Materials, Inc., a Delaware corporation (the "Company"), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (the "Employee"). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A attached to this Agreement shall have the meanings set forth in the Versum Materials Inc. Long-Term Incentive Plan (the "Plan").

EMCORE Corporation 2012 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement (December 7th, 2016)

This Performance-Based Restricted Stock Unit Award Agreement (the "Agreement") evidences the Award of the Restricted Stock Units. This Agreement and the Award of the Restricted Stock Units are made in consideration of your employment or service relationship with the Company or an Affiliate of the Company (as applicable, your "Employer"). The Award is subject in all respects to and incorporates by reference the terms and conditions of the Plan and any terms and conditions relating to Restricted Stock Units and specifies other applicable terms and conditions of your Restricted Stock Units.

Performance-Based Restricted Stock Unit Award Agreement Terms and Conditions (December 6th, 2016)

This Performance-Based Restricted Stock Unit Award Agreement (this "Agreement") is made and entered into as of the Grant Date as indicated on the equity award summary provided with this Agreement by and between Mentor Graphics Corporation, an Oregon corporation (the "Company"), and you pursuant to the Mentor Graphics Corporation 2010 Omnibus Incentive Plan (the "Plan"). Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the "Code"). Unless otherwise defined herein, capitalized terms used in this Agreement have the same defined meanings as in the Plan. The terms of this Agreement are as follows:

Performance-Based Restricted Stock Unit Award Agreement Inducement Award (November 8th, 2016)

Pursuant to this agreement (this Agreement), pSivida Corp., a Delaware corporation (the Company), hereby grants an award (the Award) of performance-based restricted stock units (the Restricted Stock Units) to the Grantee named above, subject to approval by the Companys shareholders. The Award is granted to the Grantee in connection with her entering into Employment with the Company and is regarded by the parties as an inducement material to the Grantees entering into Employment within the meaning of NASDAQ Listing Rule 5635(c).

Performance-Based Restricted Stock Unit Award Agreement (November 8th, 2016)

Pursuant to the pSivida Corp. 2008 Incentive Plan (as amended from time to time, the Plan), as amended through the date hereof, and this agreement (this Agreement), pSivida Corp., a Delaware corporation (the Company) hereby grants an award (the Award) of performance-based restricted stock units (the Restricted Stock Units) to the Grantee named above.

Astro-Med, Inc. – Astronova, Inc. 2015 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement (September 13th, 2016)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the Agreement) is made and entered into as of (the Grant Date) by and between AstroNova, Inc. (the Company) and (the Grantee).

Heritage Oaks Bancorp – Heritage Oaks Bancorp 2015 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement (August 5th, 2016)

Heritage Oaks Bancorp, a California corporation (Company), hereby grants an Award of Performance Restricted Stock Units (RSUs), subject to the terms, conditions, and restrictions of the Companys 2015 Equity Incentive Plan (the Plan), and this Restricted Stock Unit Award Agreement, including Appendix A attached hereto (the Restricted Stock Unit Award Agreement and Appendix A are collectively referred to as the Award Agreement). The capitalized terms used in the Award Agreement that are defined in the Plan shall have the same meanings herein as are set forth in the Plan.

Automatic Data Processing, Inc. 2008 Omnibus Award Plan Performance-Based Restricted Stock Unit Award Agreement (August 5th, 2016)

AUTOMATIC DATA PROCESSING, INC. (the "Company"), pursuant to the 2008 Omnibus Award Plan (the "Plan"), hereby irrevocably grants you (the "Participant"), on [DATE] (the "Grant Date"), a Performance-Based Restricted Stock Unit Award (the "PRSU Award") of forfeitable performance-based restricted stock units of the Company ("PRSUs"), each PRSU representing the right to receive one share of the Company's Common Stock, par value $0.10 per share ("Common Stock"), subject to the restrictions, terms and conditions herein.

Silver Bay Realty Trust Corp. – Silver Bay Realty Trust Corp. Restated 2012 Equity Incentive Plan Performance- Based Restricted Stock Unit Award Agreement (August 4th, 2016)

Unless otherwise defined herein, the terms defined in the Silver Bay Realty Trust Corp. Restated 2012 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Performance-Based Restricted Stock Unit Award Agreement (the "Agreement").

Ryman Hospitality Properties, Inc. Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Plan) (August 4th, 2016)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement) is made and entered into as of the day of , (the Grant Date), between Ryman Hospitality Properties, Inc., a Delaware corporation (together with its subsidiaries, the Company), and (the Grantee). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Ryman Hospitality Properties, Inc. 2016 Omnibus Incentive Plan (the Plan).

Markel Corporation Performance-Based Restricted Stock Unit Award Agreement (August 2nd, 2016)

MARKEL CORPORATION (the "Company") grants you (the "Participant") the opportunity to receive restricted stock units ("Units"). The number of Units will be based on performance conditions as specified below. Until the Vesting Date, except as specifically provided below, the Units are forfeitable and nontransferable. The Compensation Committee of the Company's Board of Directors (the "Committee") will administer this Agreement and any decision of the Committee will be final and conclusive. Capitalized terms not defined herein have the meanings provided in the Markel Corporation 2016 Equity Incentive Compensation Plan (the "Plan").