Performance-Based Restricted Stock Units Award Agreement Sample Contracts

ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN Performance Based Restricted Stock Units Award Agreement for Section 16 Officers (April 25th, 2018)

This Performance Based Restricted Stock Units Award Agreement for Section 16 Officers (this "Agreement"), dated March 15, 2018 (the "Award Date"), is by and between [[FIRSTNAME]] [[LASTNAME]] (the "Participant"), and Essendant Inc., a Delaware corporation (the "Company"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company's 2015 Long-Term Incentive Plan (the "Plan").

[2016 Form of Performance-Based Award for Senior Vice Presidents and Above and Certain Others (With Performance Multiplier)] ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (August 8th, 2016)

ON Semiconductor Corporation, a Delaware Corporation (Company), hereby grants to (Grantee), a Participant in the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time (Plan), a Performance-Based Restricted Stock Units Award (Award) for Units (Units) representing shares of the common stock of the Company (Stock). This agreement to grant Stock Units (Award Agreement or Grant Agreement) is made effective as of the 7th day of March, 2016 (Grant Date). If Grantee is a Covered Employee, this Award is designated as a Performance Compensation Award and as such is granted pursuant to Article 11 of the Plan.

Ascent Capital Group, Inc. 2015 Omnibus Incentive Plan Performance-Based Restricted Stock Units Award Agreement (November 9th, 2015)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (this "Agreement") is made as of March 24, 2015 (the "Grant Date"), by and between ASCENT CAPITAL GROUP, INC., a Delaware corporation (the "Company"), and the person signing as "Grantee" on the signature page hereof (the "Grantee").

Ascent Capital Group, Inc. 2015 Omnibus Incentive Plan Performance-Based Restricted Stock Units Award Agreement (November 9th, 2015)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (this "Agreement") is made as of June 22, 2015 (the "Grant Date"), by and between ASCENT CAPITAL GROUP, INC., a Delaware corporation (the "Company"), and the person signing as "Grantee" on the signature page hereof (the "Grantee").

[2015 Form of Performance-Based Award for Senior Vice Presidents and Above and Certain Others (With Performance Multiplier)] ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (August 3rd, 2015)

ON Semiconductor Corporation, a Delaware Corporation (Company), hereby grants to ______________ (Grantee), a Participant in the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time (Plan), a Performance-Based Restricted Stock Units Award (Award) for Units (Units) representing shares of the common stock of the Company (Stock). This agreement to grant Stock Units (Award Agreement or Grant Agreement) is made effective as of the 2nd day of March, 2015 (Grant Date). If Grantee is a Covered Employee, this Award is designated as a Performance Compensation Award and as such is granted pursuant to Article 11 of the Plan.

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (June 29th, 2015)

This Award Agreement (the "Agreement") is entered into as of __________, 201__ by and between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and __________________________ ("Recipient"), for the grant of restricted stock units with respect to the Company's Common Stock ("Common Stock").

Ascent Capital Group, Inc. 2015 Omnibus Incentive Plan Performance-Based Restricted Stock Units Award Agreement (May 8th, 2015)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (this "Agreement") is made as of [____] (the "Grant Date"), by and between ASCENT CAPITAL GROUP, INC., a Delaware corporation (the "Company"), and the person signing as "Grantee" on the signature page hereof (the "Grantee").

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (February 3rd, 2015)

This Award Agreement (the "Agreement") is entered into as of November 18, 2014 by and between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and __________________ ("Recipient"), for the grant of restricted stock units with respect to the Company's Common Stock ("Common Stock"). By accepting this award Recipient agrees to be bound by the terms and conditions of this Agreement.

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (February 3rd, 2015)

This Award Agreement (the "Agreement") is entered into as of November 18, 2014 by and between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and Edward C. Grady ("Recipient"), for the grant of restricted stock units with respect to the Company's Common Stock ("Common Stock"). By accepting this award Recipient agrees to be bound by the terms and conditions of this Agreement.

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (November 3rd, 2014)

This Award Agreement (the "Agreement") is entered into as of May 15, 2014 by and between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and __________________________ ("Recipient"), for the grant of restricted stock units with respect to the Company's Common Stock ("Common Stock"). By accepting this award Recipient agrees to be bound by the terms and conditions of this Agreement.

American Vanguard Corporation – AMERICAN VANGUARD CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT May 23, 2014 (July 31st, 2014)

American Vanguard Corporation, a Delaware Corporation, (Company) hereby grants to (Grantee), a Participant in the American Vanguard Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time (Plan), a Performance-Based Restricted Stock Units Award (Award) for Units (Units) representing shares of the common stock of the Company (Stock). This agreement to grant Stock Units (Award Agreement or Grant Agreement) is made effective as of the 23rd day of May, 2014 (Grant Date). If Grantee is a Covered Employee, this Award is designated as a Performance Compensation Award and as such is granted pursuant to Article 11 of the Plan.

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (June 12th, 2014)

This Award Agreement (the "Agreement") is entered into as of __________, 201__ by and between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and __________________________ ("Recipient"), for the grant of restricted stock units with respect to the Company's Common Stock ("Common Stock").

[2014 Form of Performance-Based Award for Senior Vice Presidents and Above and Certain Others (With Performance Multiplier)] ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (May 2nd, 2014)

ON Semiconductor Corporation, a Delaware Corporation, (Company) hereby grants to (Grantee), a Participant in the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time (Plan), a Performance-Based Restricted Stock Units Award (Award) for Units (Units) representing shares of the common stock of the Company (Stock). This agreement to grant Stock Units (Award Agreement or Grant Agreement) is made effective as of the 3rd day of March, 2014 (Grant Date). If Grantee is a Covered Employee, this Award is designated as a Performance Compensation Award and as such is granted pursuant to Article 11 of the Plan.

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (June 12th, 2013)

This Award Agreement (the "Agreement") is entered into as of __________, 201__ by and between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and __________________________ ("Recipient"), for the grant of restricted stock units with respect to the Company's Common Stock ("Common Stock").

[2013 Form of Performance Based Award for Senior Vice Presidents and Above] on Semiconductor Corporation Amended and Restated Stock Incentive Plan Performance-Based Restricted Stock Units Award Agreement (May 3rd, 2013)

ON Semiconductor Corporation, a Delaware Corporation, (Company) hereby grants to (Grantee), a Participant in the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time (Plan), a Performance-Based Restricted Stock Units Award (Award) for Units (Units) representing shares of the common stock of the Company (Stock). This agreement to grant Stock Units (Award Agreement or Grant Agreement) is made effective as of the day of , 2013 (Grant Date). If Grantee is a Covered Employee, this Award is designated as a Performance Compensation Award and as such is granted pursuant to Article 11 of the Plan.

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (November 7th, 2012)

This Award Agreement (the Agreement) is entered into as of August , 2012 by and between Electro Scientific Industries, Inc., an Oregon corporation (the Company), and (Recipient), for the grant of restricted stock units with respect to the Companys Common Stock (Common Stock).

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (June 15th, 2011)

This Award Agreement (the Agreement) is entered into as of May 13, 2010 by and between Electro Scientific Industries, Inc., an Oregon corporation (the Company), and Nicholas Konidaris (Recipient), for the grant of restricted stock units with respect to the Companys Common Stock (Common Stock).

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (June 15th, 2011)

This Award Agreement (the Agreement) is entered into as of May 13, 2010 by and between Electro Scientific Industries, Inc., an Oregon corporation (the Company), and (Recipient), for the grant of restricted stock units with respect to the Companys Common Stock (Common Stock).

Performance-Based Restricted Stock Units Award Agreement (December 15th, 2010)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (this Agreement) is entered into on December 15, 2010, between AutoZone, Inc., a Nevada corporation (the Company) and William C. Rhodes, III (the Executive). This Agreement shall be effective as of the date on which the Companys stockholders approve the 2011 Equity Incentive Award Plan (the Grant Date), provided the Executive is employed by the Company on such date.

Patriot Coal Corp. – Performance-Based Restricted Stock Units Award Agreement (February 4th, 2009)

THIS AGREEMENT, dated [], (the Grant Date), is made by and between PATRIOT COAL CORPORATION, a Delaware corporation (the Company), and the undersigned employee or other service provider of the Company or a Subsidiary (as defined below) or an Affiliate (as defined below) of the Company (the Grantee).

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (June 11th, 2008)

This Award Agreement (the Agreement) is entered into as of , 2007 by and between Electro Scientific Industries, Inc., an Oregon corporation (the Company), and (Recipient), for the grant of restricted stock units with respect to the Companys Common Stock (Common Stock).

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (July 25th, 2006)

This Award Agreement (the Agreement) is entered into as of _________, 2006 by and between Electro Scientific Industries, Inc., an Oregon corporation (the Company), and __________________________ (Recipient), for the grant of restricted stock units with respect to the Companys Common Stock (Common Stock).

Electro Scientific Industries, Inc. – Performance-Based Restricted Stock Units Award Agreement (January 31st, 2005)

This Award Agreement (the Agreement) is entered into as of July 13, 2004 by and between Electro Scientific Industries, Inc., an Oregon corporation (the Company), and (the Recipient), for the grant of restricted stock units with respect to the Companys Common Stock (Common Stock).