Performance Cash Award Agreement Sample Contracts

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L3 TECHNOLOGIES, INC. AMENDED AND RESTATED 2012 CASH INCENTIVE PLAN PERFORMANCE CASH AWARD AGREEMENT (Version 0003) (April 27th, 2017)

This Performance Cash Award Agreement (this "Agreement"), effective as of the Grant Date (as defined below), is between L3 Technologies, Inc., a Delaware corporation (the "Corporation" or "L3"), and the Participant (as defined below).

Cra International, Inc. Cash Incentive Plan Performance Cash Award Agreement (December 12th, 2016)

This Award and any distributions of cash payable in respect thereof are subject to the Companys stock and cash ownership guidelines, as in effect from time to time (the Ownership Guidelines).

2016 Performance Cash Award Agreement (June 23rd, 2016)

This 2016 Performance Cash Award (the Award) is made as of the day of , 2016 (the Grant Date), between Western Refining, Inc., a Delaware corporation (the Company) and (Participant) under the Northern Tier Energy LP (NTI) Amended and Restated 2012 Long Term Incentive Plan (the Plan). On December 21, 2015, the Company, Western Acquisition Co, LLC (MergerCo), an indirect wholly-owned subsidiary of the Company, NTI and Northern Tier Energy GP LLC, (who is also an indirect wholly-owned subsidiary of the Company), entered into an agreement and plan of merger (as such agreement may be amended from time to time, the Merger Agreement). Pursuant to the Merger Agreement, MergerCo merged with and into NTI (the Merger), with NTI surviving the Merger as an indirect wholly-owned subsidiary of the Company. In connection with the Merger, any outstanding performance-based phantom unit awards and accumulated distribution equivalent rights that the Participant held as

The Interpublic Group of Companies, Inc. 2014 Performance Incentive Plan Performance Cash Award Agreement (February 23rd, 2015)

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the "Company"), hereby grants to the Participant named below a Performance Cash Award ("Performance Cash Award") to be settled in cash. The terms and conditions of the Performance Cash Award are set forth in this Award Agreement (this "Agreement"), The Interpublic Group 2014 Performance Incentive Plan (the "Plan"), which is attached hereto as Exhibit A and the addendum to the Award Agreement (the "Addendum") which is attached hereto as Exhibit B.

Performance Cash Award Agreement (October 14th, 2014)

This Performance Cash Award Agreement (this "Agreement") is made on [DATE] (the "Grant Date") by and between KB Home, a Delaware corporation (the "Company"), and [NAME] (the "Employee"). Capitalized terms used in this Agreement and not defined herein have the respective meanings given to them in the KB Home 2014 Equity Incentive Plan (the "Plan").

Healthways, Inc. 2014 Stock Incentive Plan Performance Cash Award Agreement (Executive Officers and Other Senior Officers) (August 8th, 2014)

This PERFORMANCE CASH AWARD AGREEMENT (the "Agreement"), dated GRANT DATE, is by and between Healthways, Inc., a Delaware corporation (the "Company"), and PARTICIPANT NAME (the "Grantee"), under the Company's 2014 Stock Incentive Plan (the "Plan"). Terms not otherwise defined herein shall have the meanings given to them in the Plan.

L-3 COMMUNICATIONS HOLDINGS, INC. 2012 CASH INCENTIVE PLAN PERFORMANCE CASH AWARD AGREEMENT (Version 0002) (May 1st, 2014)

This Performance Cash Award Agreement (this Agreement), effective as of the Grant Date (as defined below), is between L-3 Communications Holdings, Inc., a Delaware corporation (the Corporation or L-3), and the Participant (as defined below).

Wintrust Financial Corporation – Wintrust Financial Corporation Performance Cash Award Agreement (August 8th, 2013)

This Performance Cash Award Agreement (the "Agreement") is dated as of XXXX XX, 20XX (the "Grant Date"), by and between Wintrust Financial Corporation, an Illinois corporation (the "Company"), and NAME (the "Participant") and is governed by the terms of the Wintrust Financial Corporation Long-Term Incentive Program (the "Program"), which was adopted by the Compensation Committee (the "Committee") of the Board of Directors of the Company under the Wintrust Financial Corporation 2007 Stock Incentive Plan (the "Plan"). Capitalized terms not defined herein shall have the meanings specified in the Program or Plan.

Leap Wireless International, Inc. Performance Cash Award Grant Notice and Performance Cash Award Agreement (May 2nd, 2013)

Leap Wireless International, Inc., a Delaware corporation (the "Company"), hereby grants to the individual listed below ("Grantee"), a cash performance award ("Cash Award") with a target and maximum amount (set forth below), which shall vest based on the performance of the Company and certain service requirements, as set forth on Exhibit B attached hereto. This Cash Award is subject to all of the terms and conditions as set forth herein and in the Performance Cash Award Agreement attached hereto as Exhibit A (the "Agreement").

Healthways, Inc. 2007 Stock Incentive Plan, as Amended Performance Cash Award Agreement (March 15th, 2013)

This PERFORMANCE CASH AWARD AGREEMENT (the "Agreement") dated as of the GRANT DATE (the "Grant Date") is by and between Healthways, Inc., a Delaware Company (the "Company"), and PARTICIPANT NAME (the "Grantee"). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Company's 2007 Stock Incentive Plan, as amended (the "Plan").

Healthways, Inc. 2007 Stock Incentive Plan, as Amended Performance Cash Award Agreement (March 15th, 2013)

This PERFORMANCE CASH AWARD AGREEMENT (the "Agreement") dated as of the GRANT DATE (the "Grant Date") is by and between Healthways, Inc., a Delaware Company (the "Company"), and PARTICIPANT NAME (the "Grantee"). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Company's 2007 Stock Incentive Plan, as amended (the "Plan").

John Bean Technologies Corp. – Long Term Incentive Performance Cash Award Agreement (March 7th, 2013)

This Agreement is made as of <<Grant Date>> (the "Grant Date") by JOHN BEAN TECHNOLOGIES CORPORATION, a Delaware corporation, (the "Company") and <<Participant Name>> (the "Employee").

The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan Performance Cash Award Agreement (February 22nd, 2013)

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the "Company"), hereby grants to the Participant named below a Performance Cash Award ("Performance Cash Award") to be settled 50% in cash and 50% in Shares. The terms and conditions of the Performance Cash Award are set forth in this Award Agreement (this "Agreement") and The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the "Plan"), which is attached hereto as Exhibit A.

Amended and Restated Performance Cash Award Agreement (February 21st, 2013)

THIS AMENDED AND RESTATED PERFORMANCE CASH AWARD AGREEMENT (this "Agreement"), dated as of February 25, 2013 is between HSN, Inc., a Delaware corporation (the "Company"), and <<Participant>> (the "Participant") and amends and restates the Performance Cash Award Agreement between the Company and Participant dated February 21, 2012 (the "Award Date"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Company's Second Amended and Restated 2008 Stock and Annual Incentive Compensation Plan, as amended (the "Plan").

Kb Home 2010 Equity Incentive Plan Performance Cash Award Agreement (October 12th, 2011)

This Performance Cash Award Agreement (this Agreement) is made on [ ] (the Grant Date) between KB Home, a Delaware corporation (the Company), and [NAME] (the Employee). Capitalized terms used in this Agreement and not defined herein have the respective meanings given to them in the KB Home 2010 Equity Incentive Plan (Plan).

Healthways, Inc. 2007 Stock Incentive Plan, as Amended Performance Cash Award Agreement (August 8th, 2011)

This PERFORMANCE CASH AWARD AGREEMENT (the "Agreement") dated as of the GRANT DATE (the "Grant Date") is by and between Healthways, Inc., a Delaware Company (the "Company"), and PARTICIPANT NAME (the "Grantee"). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Company's 2007 Stock Incentive Plan, as amended (the "Plan").

Theravance – Theravance, Inc. 2004 Equity Incentive Plan: Performance Cash Award Agreement (May 4th, 2011)

This Performance Cash Award is granted under and governed by the terms and conditions of the Theravance, Inc. 2004 Equity Incentive Plan (the Plan) and represents the right to receive one or more cash payments (each, a Payment), subject to the terms and conditions set forth in this Agreement and the Plan.

The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan Combined Performance Share and Performance Cash Award Agreement (February 25th, 2011)

This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive.

The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan Performance Cash Award Agreement (February 25th, 2011)

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the Company), hereby grants to the Participant named below a Performance Cash Award (Performance Cash Award) to be settled % in cash and % in Shares. The terms and conditions of the Performance Cash Award are set forth in this Award Agreement (this Agreement) and The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the Plan), which is attached hereto as Exhibit A.

Performance Cash Award Agreement (August 4th, 2010)

THIS PERFORMANCE CASH AWARD AGREEMENT (this Agreement), dated as of <<award_date>> (the Award Date) is between HSN, Inc., a Delaware corporation (the Company), and <<Participant>> (the Participant). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Companys Second Amended and Restated 2009 Stock and Annual Incentive Compensation Plan, as amended (the Plan).

Performance Cash Award Agreement Pnm Resources, Inc. Second Amended and Restated Omnibus Performance Equity Plan (May 7th, 2010)

PNM Resources, Inc., a New Mexico corporation, ("PNMR" or the "Company") hereby awards to <<First>> <<Last>>, (the "Participant") a Participant in the PNM Resources, Inc. Second Amended and Restated Omnibus Performance Equity Plan (the "Plan"), as it may be amended, a Performance Cash Award (the "Award") effective as of the ___ day of March, 2010.

Agl Resources Inc. 2007 Omnibus Performance Incentive Plan Performance Cash Award Agreement (February 4th, 2010)

This Agreement between AGL Resources Inc. (the "Company") and the Recipient sets forth the terms of the Performance Cash Award granted under the above-named Plan. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Plan.

The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan Combined Restricted Stock Unit and Performance Cash Award Agreement (July 28th, 2009)

This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive.

The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan Combined Restricted Stock and Performance Cash Award Agreement (July 28th, 2009)

This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive.

Amendment to BearingPoint, Inc. Performance Cash Award Agreement (June 5th, 2009)

In accordance with the Sections 10 and 17 of the BearingPoint, Inc. Performance Cash Award Agreement (the Agreement), the Compensation Committee of the Board of Directors of BearingPoint, Inc. hereby amends the Agreement in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and related regulations or Treasury pronouncements (collectively, Section 409A). This amendment shall apply to all previously awarded and outstanding Performance Cash Awards which amendment shall be incorporated as Exhibit A to the Agreement (the Amendment) and shall become effective upon the close of business on December 31, 2008.

Performance Cash Award Agreement Pnm Resources, Inc. Second Amended and Restated Omnibus Performance Equity Plan (May 26th, 2009)

PNM Resources, Inc., a New Mexico corporation, ("PNMR" or the "Company") hereby awards to <<First>> <<Last>> (the "Participant"), a Participant in the PNM Resources, Inc. Second Amended and Restated Omnibus Performance Equity Plan (the "Plan"), as it may be amended, a Performance Cash Award (the "Award") effective as of April 27, 2009.

Performance Cash Award Agreement Pnm Resources, Inc. Second Amended and Restated Omnibus Performance Equity Plan (May 26th, 2009)

PNM Resources, Inc., a New Mexico corporation, ("PNMR" or the "Company") hereby awards to <<First_Name>> <<Last_Name>>, (the "Participant") a Participant in the PNM Resources, Inc. Second Amended and Restated Omnibus Performance Equity Plan (the "Plan"), as it may be amended, a Performance Cash Award (the "Award") effective as of the 9th day of March, 2009.

Healthways, Inc. 2007 Stock Incentive Plan Performance Cash Award Agreement (March 4th, 2009)

This PERFORMANCE CASH AWARD AGREEMENT (the Agreement) dated as of __________ (the Grant Date) is by and between Healthways, Inc., a Delaware Company (the Company), and __________ (the Grantee). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Companys 2007 Stock Incentive Plan (the Plan).

Bearingpoint, Inc. Performance Cash Award Agreement (August 11th, 2008)

THIS PERFORMANCE CASH AWARD AGREEMENT (this Agreement) evidences a grant of a performance cash award (the Cash Award) made by BearingPoint, Inc., a Delaware corporation (the Company) to the individual (the Award Recipient) named in the Award Notice of Performance Cash Award to which this Agreement relates. The award has been granted pursuant to the BearingPoint, Inc. 2000 Long-Term Incentive Plan (the Plan). By signing the Award Notice, the Award Recipient: (a) acknowledges receipt of and represents that the Award Recipient has read and is familiar with the Award Notice, this Agreement and the Plan, (b) accepts the award subject to all of the terms and conditions of the Award Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee (the Committee) of the Board of Directors of the Company regarding any questions arising under the Award Notice, this Agreement or the Plan. Unless otherwise

Agl Resources Inc. 2007 Omnibus Performance Incentive Plan Performance Cash Award Agreement (August 2nd, 2007)

This Agreement between AGL Resources Inc. (the "Company") and the Recipient sets forth the terms of the Performance Cash Award granted under the above-named Plan. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Plan.

Bearingpoint, Inc. Performance Cash Award Agreement (February 8th, 2007)

THIS PERFORMANCE CASH AWARD AGREEMENT (this Agreement) evidences a grant of a performance cash award (the Cash Award) made by BearingPoint, Inc., a Delaware corporation (the Company) to the individual (the Award Recipient) named in the Award Notice of Performance Cash Award to which this Agreement relates. The award has been granted pursuant to the BearingPoint, Inc. 2000 Long-Term Incentive Plan (the Plan). By signing the Award Notice, the Award Recipient: (a) acknowledges receipt of and represents that the Award Recipient has read and is familiar with the Award Notice, this Agreement and the Plan, (b) accepts the award subject to all of the terms and conditions of the Award Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee (the Committee) of the Board of Directors of the Company regarding any questions arising under the Award Notice, this Agreement or the Plan. Unless otherwise

HEWLETT-PACKARD COMPANY <PLAN> LONG-TERM PERFORMANCE CASH AWARD AGREEMENT [Insert Applicable Period Here] (March 10th, 2006)

THIS AGREEMENT, dated <GRANT DATE> ("Grant Date") between HEWLETT-PACKARD COMPANY, a Delaware corporation ("Company"), and <EMPNO> <NAME> (the "Employee"), is entered into as follows:

HEWLETT-PACKARD COMPANY <PLAN> LONG-TERM PERFORMANCE CASH AWARD AGREEMENT [Insert Applicable Period Here] (December 21st, 2005)

THIS AGREEMENT, dated <GRANT DATE> ("Grant Date") between HEWLETT-PACKARD COMPANY, a Delaware corporation ("Company"), and <EMPNO> <NAME> (the "Employee"), is entered into as follows:

HEWLETT-PACKARD COMPANY PLAN LONG-TERM PERFORMANCE CASH AWARD AGREEMENT 2005 Program (May 2005April 2008) (September 8th, 2005)

THIS AGREEMENT, dated GRANT DATE ("Grant Date") between HEWLETT-PACKARD COMPANY, a Delaware corporation ("Company"), and EMPNO NAME> (the "Employee"), is entered into as follows:

AMENDMENT ONE TO THE HEWLETT-PACKARD COMPANY PLAN LONG-TERM PERFORMANCE CASH AWARD AGREEMENT 2004 Program (May 2004April 2007) (September 8th, 2005)

THIS AMENDMENT TO THE AGREEMENT, dated July 21, 2005 between HEWLETT-PACKARD COMPANY, a Delaware corporation ("Company"), and EMPNONAME (the "Employee"), is entered into as follows, effective [DATE], 2005: