Performance Share Agreement Sample Contracts

Performance Share Agreement (April 5th, 2018)

This Performance Share Agreement (Agreement) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the Company) of the right to receive shares of Common Stock of the Company, $.01 par value per share (Common Stock), on the terms and conditions provided for herein pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the Plan). Except as specifically set forth herein, this Agreement and the rights granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.

Performance Share Agreement (April 3rd, 2018)

This Performance Share Agreement (Agreement) evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the Company) of the right to receive shares of Common Stock of the Company, $.01 par value per share (Common Stock), on the terms and conditions provided for herein pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the Plan). Except as specifically set forth herein, this Agreement and the rights granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.

Employers Holdings Inc – Performance Share Agreement (March 13th, 2018)

Lenard T. Ormsby (the "Grantee") is hereby granted, effective as of the 7th day of March, 2018 (the "Date of Grant"), an award (the "Performance Share Award") of the number of performance shares (the "Performance Shares") that are specified herein pursuant to the Equity and Incentive Plan (the "Plan") of Employers Holdings, Inc. (the "Company"), as amended from time to time. The Performance Share Award is subject to the terms and conditions set forth below in this Performance Share Agreement (this "Agreement") and of the Plan, which is a part of this Agreement. To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan.

Performance Share Agreement (March 1st, 2018)

This Agreement is made as of ____________ ("Date of Award") between Frontier Communications Corporation, a Delaware corporation (the "Company") and _______________ (the "Grantee"). In consideration of the agreements set forth below, the Company and the Grantee agree as follows:

Performance Share Agreement (February 28th, 2018)

This Performance Share Agreement (the "Agreement") is entered into as of _____, 20__, by and between Valero Energy Corporation, a Delaware corporation ("Valero"), and __________, a participant (the "Participant") in Valero's 2011 Omnibus Stock Incentive Plan (as may be amended, the "Plan"), pursuant to and subject to the provisions of the Plan.

LINCOLN ELECTRIC HOLDINGS, INC. 2015 EQUITY AND INCENTIVE COMPENSATION PLAN Performance Share Agreement (February 27th, 2018)

WHEREAS, Lincoln Electric Holdings, Inc. maintains the Company's 2015 Equity and Incentive Compensation Plan, as may be amended from time to time (the "Plan"), pursuant to which the Company may award Performance Shares (the "Performance Shares") to officers and certain key employees of the Company and its Subsidiaries;

Performance Share Agreement (February 20th, 2018)

MetLife, Inc. confirms that, on [grant date] (the Grant Date), it granted you, [name], [number] Performance Shares (your Performance Shares). Your Performance Shares are subject to the terms and conditions of the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the Plan) and this Performance Share Agreement (this Agreement), which includes the Award Agreement Supplement (the Supplement). Please note that the Supplement includes terms for forfeiture of your Performance Shares under some circumstances.

Rockwell Collins, Inc. 2015 Long-Term Incentives Plan Performance Share Agreement (2018-2020) (January 26th, 2018)

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. ("Rockwell Collins" or the "Company") or one of its subsidiaries, you have been granted performance shares denominated in shares of the Company's common stock. You have been granted the number of target shares set forth in the letter to you from Robert K. Ortberg dated November 13, 2017 (the "Performance Shares") pursuant to this agreement (this "Agreement") and the Rockwell Collins 2015 Long-Term Incentives Plan (the "Plan").

Sanderson Farms, Inc. Performance Share Agreement (December 14th, 2017)

This PERFORMANCE SHARE AGREEMENT (this "Agreement"), made and entered into as of the 1st day of November, 2017 (the "Grant Date"), by and between ____________ (the "Participant") and Sanderson Farms, Inc. (together with its subsidiaries and affiliates, the "Company"), sets forth the terms and conditions of a Performance Share Award issued pursuant to the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, as amended and restated on February 11, 2016 (the "Plan"), and this Agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

Regal Entertainment Group 2002 Stock Incentive Plan, as Amended Performance Share Agreement (November 8th, 2017)

Regal Entertainment Group, a Delaware corporation (the "Company"), hereby grants performance shares relating to restricted shares of its class A common stock, $.001 par value (the "Common Stock"), to the Grantee named below, the shares of restricted stock subject thereto being subject to achieving the performance criteria and the vesting conditions set forth in the attached agreement (the "Agreement"). Additional terms and conditions of the grant are set forth in this cover sheet to the Agreement, in the Agreement, and in the Company's 2002 Stock Incentive Plan, as amended (the "Plan").

Performance Share Agreement (July 26th, 2017)

This Performance Share Agreement ("Agreement") evidences the grant to the Participant by Chipotle Mexican Grill, Inc. (the "Company") of the right to receive shares of Common Stock of the Company, $.01 par value per share ("Common Stock"), on the terms and conditions provided for herein pursuant to the Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the "Plan"). Except as specifically set forth herein, this Agreement and the rights granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time. Capitalized terms used in this Agreement and not defined herein shall have the meanings attributed to them in the Plan.

Interface, Inc. Performance Share Agreement (May 11th, 2017)

This Performance Share Agreement (this "Agreement") is entered into as of the ____ day of __________, 20__, by and between Interface, Inc. (the "Company") and ___________ ("Grantee").

Performance Share Agreement Under the Installed Building Products, Inc. 2014 Omnibus Incentive Plan (May 8th, 2017)

This PERFORMANCE SHARE AGREEMENT (Agreement) is effective as of [ ] (the Grant Date), by and between Installed Building Products, Inc., a Delaware corporation (the Company), and [ ] (the Participant).

Performance Share Agreement (May 4th, 2017)

THIS PERFORMANCE SHARE AGREEMENT (the "Award Agreement") is entered into as of March 1, 2017 (the "Grant Date"), by and between Great Plains Energy Incorporated (the "Company") and _________ (the "Grantee"). All capitalized terms in this Award Agreement that are not defined herein shall have the meanings ascribed to such terms in the Company's Amended Long-Term Incentive Plan, effective as of May 3, 2016 (the "Plan").

Performance Share Agreement (2017-2019) (May 4th, 2017)

Total System Services, Inc. ("Company") confirms that on February 17, 2017, the Compensation Committee of the Board of Directors of the Company approved, effective February 17, 2017 (the "Grant Date"), an award of performance shares ("Performance Shares") with an initial economic value equal to the product of (a) your base salary on the Grant Date multiplied by (b) 60% of your LTIP multiplier as determined by the Committee prior to the Grant Date (such initial economic value being the "2017-2019 Performance Opportunity"). The number of Performance Shares initially granted pursuant to this Agreement will be determined by dividing the 2017-2019 Performance Opportunity by the closing price of the Company's Shares on the New York Stock Exchange on the Grant Date (your "Initial Performance Shares"). Your Initial Performance Shares will be adjusted upward or downward based on specified performance measures for the period 2017-2019 pursuant to the provisions of Section 1 below, with thirty

Hilton Grand Vacations Inc. – Performance Share Agreement (Converted Award 2014 Grant) Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan (May 4th, 2017)

This Performance Share Agreement, effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the Company), and the Participant (as defined below).

Hilton Worldwide, Inc. – Performance Share Agreement (Converted Award - 2014 Grant) Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (May 4th, 2017)

This Performance Share Agreement, effective as of the Date of Grant (as defined below), is between Park Hotels & Resorts Inc., a Delaware corporation (the "Company"), and the Participant (as defined below).

2017 Employee Performance Share Agreement (May 2nd, 2017)

This Performance Award Agreement (this "Agreement") is made as of the ___ day of ___________, 2017 (the "Date of Grant"), between Forum Energy Technologies, Inc., a Delaware corporation (the "Company"), and _________________ (the "Employee").

Performance Share Agreement (April 28th, 2017)

This Performance Share Agreement (this "Agreement") is made and entered into as of the Date of Grant set forth on the Grant Detail Page by and between Diebold Nixdorf, Incorporated, an Ohio corporation (the "Company") and the Participant.

Rockwell Collins, Inc. 2015 Long-Term Incentives Plan Performance Share Agreement (2017-2019) (April 21st, 2017)

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. ("Rockwell Collins" or the "Company") or one of its subsidiaries, you have been granted performance shares denominated in shares of the Company's common stock. You have been granted the number of target shares set forth in the letter to you from Robert K. Ortberg dated November 14, 2016 (the "Performance Shares") pursuant to this agreement (this "Agreement") and the Rockwell Collins 2015 Long-Term Incentives Plan (the "Plan").

Revised Appendix a Amendment to 2016 Performance Share Agreement (March 30th, 2017)

Number of Performance Shares: The number of Performance Shares that are earned based on results achieved during the Performance Period (as defined in the 2016 Performance Share Agreement) is determined by multiplying the Target Number of Performance Shares (as defined in the 2016 Performance Share Agreement) by the Payout Percentage determined under the Performance Goal Table set forth below based on the Companys Stock Price (as defined below):

Westwood Holdings Group Inc – Performance Share Agreement (March 10th, 2017)

WHEREAS, this PERFORMANCE SHARE AGREEMENT (the "Agreement"), is made effective as of the 9th day of March, 2017 (the "Date of Grant"), between the Company and Mark R. Freeman (the "Employee"), and sets forth the terms of the award of Performance Shares (as defined below) granted to Employee, which such award is intended to constitute a Performance-Based Award under the Plan; and

Westwood Holdings Group Inc – Performance Share Agreement (March 10th, 2017)

WHEREAS, WESTWOOD HOLDINGS GROUP, INC., a Delaware corporation (the "Company"), previously established the Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, as amended from time to time (the "Plan"); and

Gap Inc. – The Gap, Inc. Performance Share Agreement (March 9th, 2017)

The Gap, Inc. (the "Company") hereby grants to ___________ (the "Employee"), an award (the "Award") of Performance Shares, which represent the right to receive shares of the Company's common stock, $0.05 par value (the "Shares") subject to the fulfillment of performance and vesting conditions and the other conditions set forth in the attached Appendix A and Appendix B. This Award is granted pursuant to The Gap, Inc. 2016 Long-Term Incentive Plan (the "Plan") and is subject to all of the terms and conditions contained in this Performance Share Agreement, the resolutions of the Compensation and Management Development Committee of the Board of Directors of the Company (the "Committee"), dated [DATE] (the "Committee Resolutions"), and Appendix A and Appendix B hereto (collectively, the "Agreement"). The date of this Agreement is ________ ("Date of Grant"). Subject to the provisions of Appendix A, Appendix B and of the Plan, the principal features of this Award are as follows:

Petroleum Development Corporation – Pdc Energy, Inc. 2016 Performance Share Agreement (February 28th, 2017)

This Performance Share Agreement (hereinafter referred to as the "Agreement") dated January __, 2016 is by and between PDC Energy. Inc., a Nevada Corporation (hereinafter referred to as the "Company") and _________________ (hereinafter referred to as "Executive").

Westwood Holdings Group Inc – Waiver of Certain Performance Shares Under the Performance Share Agreement (February 28th, 2017)

This document is a waiver (the "Waiver") of certain performance share rights under the certain Performance Share Agreement (the "Agreement") dated as of March 10, 2016 between Brian O. Casey ("Executive") and Westwood Holdings Group, Inc. (the "Company"). Except as provided to the contrary, all capitalized terms herein shall have the same meaning as under the Agreement.

Servicemaster Global Holdings Inc – Performance Share Agreement (February 24th, 2017)

This Performance Share Agreement (this "Award Agreement"), dated as of ___________, 20__ (the "Grant Date"), between ServiceMaster Global Holdings, Inc., a Delaware corporation (the "Company"), and _____________ (the "Participant"), is being entered into pursuant to Article IX of the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the "Plan"). The meaning of capitalized terms that are not defined in this Award Agreement may be found in the Plan.

PERFORMANCE SHARE AGREEMENT the Coca-Cola Company 2014 Equity Plan (February 15th, 2017)

The Coca-Cola Company (the "Company") hereby agrees to award to the recipient named below (the "Recipient") performance share units over the number of shares of Common Stock, $.25 par value, of the Company (the "Shares") set forth below as the "Target Award" (the "Award") in accordance with and subject to the terms, conditions and restrictions of this Performance Share Agreement, including any country-specific provisions for the Recipient's country in Appendix A attached hereto ("Appendix A", together with Appendix B and the Performance Share Agreement, the "Agreement"). The Award shall settle as Shares, but until such settlement, the Award will be denominated in performance share units. The Shares awarded will be released to the Recipient on the date set forth below ("Release Date") if the conditions described in this Agreement are satisfied. Such Award will be made under the terms of The Coca-Cola Company 2014 Equity Plan (the "Plan"), as amended.

Performance Share Agreement (February 13th, 2017)

WHEREAS, the Participant is a key associate of Diebold Nixdorf, Incorporated (hereinafter called the "Corporation") or a Subsidiary; and

Clearwater Paper Corp. – Clearwater Paper Corporation Performance Share Agreement (February 10th, 2017)

THIS PERFORMANCE SHARE AGREEMENT (this "Agreement") is made and entered into as of _____________ (the "Grant Date") by and between CLEARWATER PAPER CORPORATION, a Delaware corporation (the "Corporation"), and ______________ (the "Employee").

Performance Share Agreement (February 9th, 2017)
Reynolds American Inc. Long-Term Incentive Program Performance Share Agreement Date of Grant: March 1, 2017 (February 8th, 2017)
Atkore International Group Inc. – Atkore International Group Inc. Employee Performance Share Agreement (February 7th, 2017)

This Employee Performance Share Agreement (this "Agreement"), dated as of the date appearing on Exhibit A hereof (the "Grant Date"), between Atkore International Group Inc., a Delaware corporation (the "Company"), and each employee who is employed by the Company or one of its Subsidiaries and to whom a grant has been authorized (the "Employee"), is being entered into pursuant to the Atkore International Group Inc. 2016 Omnibus Incentive Plan (the "Plan"). Capitalized terms that are used in this Agreement but not defined in this Agreement have the meanings given to such terms in the Plan.

Sanderson Farms, Inc. Performance Share Agreement (December 15th, 2016)

This PERFORMANCE SHARE AGREEMENT (this "Agreement"), made and entered into as of the 1st day of November, 2016 (the "Grant Date"), by and between _____________ (the "Participant") and Sanderson Farms, Inc. (together with its subsidiaries and affiliates, the "Company"), sets forth the terms and conditions of a Performance Share Award issued pursuant to the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, as amended and restated on February 17, 2011 (the "Plan") and this Agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

Royal Gold, Inc. 2015 Omnibus Long-Term Incentive Plan Performance Share Agreement (August 11th, 2016)

This Performance Share grant is subject to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is available for your review upon request to the Secretary. You should carefully review the Plan, and the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.