Performance Restricted Stock Unit Award Agreement Sample Contracts

Live Oak Bancshares, Inc. – Performance Restricted Stock Unit Award Agreement (August 14th, 2018)

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of August 10, 2018 (the "Date of Grant"), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the "Company"), and [Name] (the "Grantee"). This Agreement sets forth the terms and conditions associated with the Company's award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company's 2015 Omnibus Stock Incentive Plan (as amended from time to time, the "Plan"). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

Live Oak Bancshares, Inc. – Performance Restricted Stock Unit Award Agreement (August 7th, 2018)

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of May 14, 2018 (the "Date of Grant"), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the "Company"), and Susan N. Janson (the "Grantee"). This Agreement sets forth the terms and conditions associated with the Company's award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company's 2015 Omnibus Stock Incentive Plan (as amended from time to time, the "Plan"). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

INC Research Holdings, Inc. – INC RESEARCH HOLDINGS, INC. 2014 Equity Incentive Plan, as Amended and Restated Global Performance Restricted Stock Unit Award Agreement (May 9th, 2018)

This Global Performance Restricted Stock Unit Award Agreement including any special terms and conditions for the Participant's country set forth in Appendix B, attached hereto (the Global Performance Restricted Stock Unit Agreement and Appendix A and B, together, the "Agreement") is made by and between Syneos Health, Inc., a Delaware corporation (the "Company"), and Participant Name (the "Participant"), effective as of Grant Date (the "Date of Grant").

Form of Performance Restricted Stock Unit Award Agreement (May 9th, 2018)

This Performance Restricted Stock Unit Award Agreement (together with Attachment 1 hereto, the "Agreement") is made as of the award date set forth in the grant (the "Grant Date"), by and between WOLVERINE WORLD WIDE, INC., a Delaware corporation ("Wolverine" or the "Company"), and the employee identified in the grant ("Employee").

Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement (April 26th, 2018)

THIS AGREEMENT (this "Agreement") between Comerica Incorporated (the "Company") and XXXXXX (the "Participant") is effective as of XXXXXX (the "Effective Date"). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2018 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the "Plan"). The Company shall provide a copy of the Plan to the Participant upon request.

Live Oak Bancshares, Inc. – Performance Restricted Stock Unit Award Agreement (March 23rd, 2018)

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of March 21, 2018 (the "Date of Grant"), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the "Company"), and [Name] (the "Grantee"). This Agreement sets forth the terms and conditions associated with the Company's award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company's 2015 Omnibus Stock Incentive Plan (as amended from time to time, the "Plan"). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

Live Oak Bancshares, Inc. – Performance Restricted Stock Unit Award Agreement (March 8th, 2018)

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of August 7, 2017 (the "Date of Grant"), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the "Company"), and [NAME] (the "Grantee"). This Agreement sets forth the terms and conditions associated with the Company's award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company's 2015 Omnibus Stock Incentive Plan (as amended from time to time, the "Plan"). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

Valley National Bancorp Performance Restricted Stock Unit Award Agreement (March 1st, 2018)

VALLEY NATIONAL BANCORP, a New Jersey corporation (the "Company"), this February 1, 2018 (the "Award Date"), hereby grants, to ______________, an employee of the Company (the "Employee"), pursuant to the Company's 2016 Long-Term Stock Incentive Plan (the "Plan"), [target # of RSUs] restricted stock units at target ("Target Award Amount"). Each restricted stock unit ("Unit") represents the unfunded right to receive one share of the Common Stock, no par value, of the Company ("Share"), subject to the restrictions set forth herein on the terms and conditions hereinafter set forth (the "Award").

Performance Restricted Stock Unit Award Agreement (February 28th, 2018)

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), made this ______ day of _____________, _____, between Welltower Inc., a Delaware corporation (the "Corporation"), and ___________________ (the "Participant").

Performance Restricted Stock Unit Award Agreement (February 22nd, 2018)

THIS AGREEMENT, together with the Grant Detail and the Completed Exhibit A which are incorporated herein by reference (collectively, the Agreement), sets forth the terms and conditions of a performance restricted stock unit award representing the right to receive shares of common stock of the Company, par value $0.01 per share (the Common Stock). The grant of this performance restricted stock unit award is made pursuant to the Companys 2015 Stock Incentive Plan, which was approved by shareholders on April 21, 2015 (the Plan) and is subject to its terms. Capitalized terms that are not defined in the Agreement shall have the meaning ascribed to such terms in the Plan.

Cf Industries Holdings, Inc. 2014 Equity and Incentive Plan Performance Restricted Stock Unit Award Agreement (February 22nd, 2018)

Vesting Date: Subject to forfeiture or accelerated vesting as described herein, the Performance Restricted Stock Units will vest upon the certification by the Committee of the attainment of the performance goals set forth on Exhibit A hereto (the "Vesting Date"). The Committee will certify the extent, if any, to which the performance goals have been attained no later than the last day of the fiscal quarter immediately following the Performance Period.

Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement (February 15th, 2018)

THIS AGREEMENT (this "Agreement") between Comerica Incorporated (the "Company") and XXXXXX (the "Award Recipient") is effective as of XXXXXX (the "Effective Date"). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the "Plan"). The Company will provide a copy of the Plan to the Award Recipient upon request.

TEMPUR SEALY INTERNATIONAL, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN LONG-TERM INCENTIVE PLAN 2017 Performance Restricted Stock Unit Award Agreement H. Clifford Buster, III (November 9th, 2017)

This 2017 Performance Restricted Stock Unit Award Agreement (this "Agreement"), dated as of September 5, 2017, is between Tempur Sealy International, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and the individual identified below (the "Grantee").

TEMPUR SEALY INTERNATIONAL, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN LONG-TERM INCENTIVE PLAN 2017 Performance Restricted Stock Unit Award Agreement Bhaskar Rao (November 9th, 2017)

This 2017 Performance Restricted Stock Unit Award Agreement (this "Agreement"), dated as of October 13, 2017, is between Tempur Sealy International, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and the individual identified below (the "Grantee").

Form of Performance Restricted Stock Unit Award Agreement Under the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan (November 7th, 2017)

Pursuant to the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan as amended through the date hereof (the "Plan"), Boston Private Financial Holdings, Inc. (the "Company") hereby grants an award of the number of Restricted Stock Units listed above (an "Award") to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $1.00 per share (the "Stock") of the Company

TEMPUR SEALY INTERNATIONAL, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN LONG-TERM INCENTIVE PLAN 2017 Performance Restricted Stock Unit Award Agreement [Name of Employee] (August 7th, 2017)

This 2017 Performance Restricted Stock Unit Award Agreement (this "Agreement"), dated as of August 7, 2017, is between Tempur Sealy International, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and the individual identified below (the "Grantee").

Performance Restricted Stock Unit Award Agreement (July 26th, 2017)

This Performance Restricted Stock Unit Award Agreement (the "Agreement") is entered into as of [DATE], (the "Grant Date"), by and between General Dynamics Corporation (the "Company") and [NAME] (the "Grantee").

2006 Equity Incentive Plan Performance Restricted Stock Unit Award Grant Notice and Performance Restricted Stock Unit Award Agreement (June 28th, 2017)

AeroVironment, Inc., a Delaware corporation (the "Company"), pursuant to its Amended and Restated 2006 Equity Incentive Plan (as amended and restated to date, the "Plan"), hereby grants to the individual listed below ("Participant"), an award of performance-based restricted stock units ("Restricted Stock Units" or "RSUs") with respect to the number of shares of the Company's Stock listed below (the "Shares"). This award for Restricted Stock Units (this "RSU Award") is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the "Restricted Stock Unit 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 Restricted Stock Unit Agreement.

Form of Performance Restricted Stock Unit Award Agreement (May 10th, 2017)

This Performance Restricted Stock Unit Award Agreement (together with Attachment 1 hereto, the "Agreement") is made as of the award date set forth in the grant (the "Grant Date"), by and between WOLVERINE WORLD WIDE, INC., a Delaware corporation ("Wolverine" or the "Company"), and the employee identified in the grant ("Employee").

INC Research Holdings, Inc. – INC RESEARCH HOLDINGS, INC. 2014 Equity Incentive Plan, as Amended and Restated Global Performance Restricted Stock Unit Award Agreement (May 10th, 2017)

This Global Performance Restricted Stock Unit Award Agreement (this "Agreement") including any special terms and conditions for the Participant's country set forth in Appendix B, attached hereto (the Performance Restricted Stock Unit Agreement and Appendix A and B, together, the "Agreement") is made by and between INC Research Holdings, Inc., a Delaware corporation (the "Company"), and Participant Name (the "Participant"), effective as of Grant Date (the "Date of Grant").

Monogram Residential Trust, Inc. Performance Restricted Stock Unit Award Agreement (May 9th, 2017)
Performance Restricted Stock Unit Award Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan (May 4th, 2017)

Pursuant to the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan as amended through the date hereof (the "Plan"), Boston Private Financial Holdings, Inc. (the "Company") hereby grants an award of the number of Restricted Stock Units listed above (an "Award") to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $1.00 per share (the "Stock") of the Company

Form of Performance Restricted Stock Unit Award Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan (May 4th, 2017)

Pursuant to the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan as amended through the date hereof (the "Plan"), Boston Private Financial Holdings, Inc. (the "Company") hereby grants an award of the number of Restricted Stock Units listed above (an "Award") to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $1.00 per share (the "Stock") of the Company

Cf Industries Holdings, Inc. 2014 Equity and Incentive Plan Performance Restricted Stock Unit Award Agreement (May 4th, 2017)

Vesting Date: The Performance Restricted Stock Units will vest on the third anniversary of the Grant Date, subject to the attainment of the performance goals set forth on Exhibit A hereto, but shall be subject to forfeiture or accelerated vesting as described herein.

Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement (April 28th, 2017)

THIS AGREEMENT (this "Agreement") between Comerica Incorporated (the "Company") and XXXXXX (the "Award Recipient") is effective as of XXXXXX (the "Effective Date"). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the "Plan"). The Company will provide a copy of the Plan to the Award Recipient upon request.

Kimberly-Clark Corporation Performance Restricted Stock Unit Award Agreement (April 24th, 2017)

This Award, granted effective on ______________, by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the "Corporation"), to ________________ (the "Participant") is subject to the terms and conditions of the 2011 Equity Participation Plan (the "Plan") and the Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement.

Delta Petroleum Corporation – Par Pacific Holdings, Inc. Performance Restricted Stock Unit Award Agreement (March 31st, 2017)

THIS AGREEMENT is made and entered into as of this ___ day of __________, 20__ (the "Grant Date") by and between Par Pacific Holdings, Inc., a Delaware corporation (the "Company"), and ______________________________ (the "Participant"), pursuant to the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (the "Plan"). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions:

QLT Inc. – Performance Restricted Stock Unit Award Grant Notice and Performance Restricted Stock Unit Award Agreement (March 30th, 2017)

Novelion Therapeutics Inc. (the "Company"), pursuant to its 2016 Equity Incentive Plan, as amended from time to time (the "Plan"), hereby grants to the individual listed below ("Grantee"), an award ("Award") consisting of the target number of performance Restricted Stock Units ("PSUs") set forth below. Each PSU represents the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Performance Restricted Stock Unit Award Grant Notice (the "Grant Notice"), the Performance Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the "Award Agreement") and the Plan, one Common Share, subject to adjustment pursuant to Section 16 of the Plan in respect of transactions occurring on or after the date hereof. The portion of the Award that may become vested and earned by Grantee will be determined in accordance with Schedule I to the Award Agreement. Unless otherwise defined in this Grant Notice or Award Agreement, defined terms

Performance Restricted Stock Unit Award Agreement (February 23rd, 2017)

THIS AGREEMENT, together with the Grant Detail and the Completed Exhibit A which are incorporated herein by reference (collectively, the Agreement), sets forth the terms and conditions of a performance restricted stock unit award representing the right to receive shares of common stock of the Company, par value $0.01 per share (the Common Stock). The grant of this performance restricted stock unit award is made pursuant to the Companys 2015 Stock Incentive Plan, which was approved by shareholders on April 21, 2015 (the Plan) and is subject to its terms. Capitalized terms that are not defined in the Agreement shall have the meaning ascribed to such terms in the Plan.

Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement (February 15th, 2017)

THIS AGREEMENT (this "Agreement") between Comerica Incorporated (the "Company") and XXXXXX (the "Award Recipient") is effective as of XXXXXX (the "Effective Date"). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the "Plan"). The Company will provide a copy of the Plan to the Award Recipient upon request.

Live Oak Bancshares, Inc. – Performance Restricted Stock Unit Award Agreement (February 2nd, 2017)

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of January 31, 2017 (the "Date of Grant"), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the "Company"), and [Name] (the "Grantee"). This Agreement sets forth the terms and conditions associated with the Company's award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company's 2015 Omnibus Stock Incentive Plan (as amended from time to time, the "Plan"). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

Penn Virginia – Performance Restricted Stock Unit Award Agreement Penn Virginia Corporation 2016 Management Incentive Plan (January 30th, 2017)

This Performance Restricted Stock Unit Award Agreement (this Agreement) is made as of the [*] day of [*] 20[*] (the Grant Date) between Penn Virginia Corporation (the Company), and [*] (Participant), and is made pursuant to the terms of the Penn Virginia Corporation 2016 Management Incentive Plan (the Plan). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

Hercules Technology Growth Capital, Inc. – [Hercules Letterhead] Hercules Capital, Inc. Amended and Restated 2004 Equity Incentive Plan Performance Restricted Stock Unit Award Agreement (January 5th, 2017)

The undersigned (i) acknowledges receipt of an award (the Award) of performance restricted stock units from Hercules Capital, Inc. (the Company) under the Amended and Restated 2004 Equity Incentive Plan (the Plan), subject to the terms set forth below and in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof and the currently effective prospectus relating to such Plan; and (iii) agrees with the Company as follows:

Live Oak Bancshares, Inc. – Performance Restricted Stock Unit Award Agreement (December 2nd, 2016)

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of November 30, 2016 (the "Date of Grant"), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the "Company"), and [NAME] (the "Grantee"). This Agreement sets forth the terms and conditions associated with the Company's award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company's 2015 Omnibus Stock Incentive Plan (as amended from time to time, the "Plan"). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

Performance Restricted Stock Unit Award Agreement (November 7th, 2016)

This Performance Restricted Stock Unit Award Agreement ("Agreement") is entered into effective as of [*] (the "Grant Date"), by and between Renewable Energy Group, Inc., a Delaware corporation (the "Company"), and EMPLOYEE NAME ("Employee"), pursuant to the Renewable Energy Group, Inc. Amended and Restated 2009 Stock Incentive Plan (the "Plan"). Employee and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.