Performance Share Unit Agreement Sample Contracts

RED HAT, INC. Red Hat, Inc. 2004 Long-Term Incentive Plan, as Amended and Restated Performance Share Unit Agreement (Operating Performance Form) Cover Sheet (July 9th, 2018)

This Agreement evidences the grant by Red Hat, Inc., a Delaware corporation (the "Company"), on the date set forth below (the "Grant Date") to the person named below (the "Participant") of a Performance Share Unit Award (the "Award") of the target number of performance share units listed below ("Target Performance Share Units") up to the maximum number of performance share units listed below ("Maximum Performance Share Units") for the Performance Period listed below (the "Performance Period"). Each unit ultimately earned (a "Performance Share Unit") represents the right to receive one share of the Company's common stock, $.0001 par value per share ("Common Stock"), or the value of such Share. This Award is subject to the terms and conditions specified in the Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended and restated, (the "Plan") and in this Agreement, consisting of this Cover Sheet, the attached Exhibit A and Appendix A thereto.

Performance Share Unit Agreement (Total Stockholder Return Form) Cover Sheet (July 9th, 2018)

This Agreement evidences the grant by Red Hat, Inc., a Delaware corporation (the "Company"), on the date set forth below (the "Grant Date") to the person named below (the "Participant") of a Performance Share Unit Award (the "Award") of the target number of performance share units listed below ("Target Performance Share Units") up to the maximum number of performance share units listed below ("Maximum Performance Share Units") for the Performance Period listed below (the "Performance Period"). Each unit ultimately earned (a "Performance Share Unit") represents the right to receive one share of the Company's common stock, $.0001 par value per share ("Common Stock"), or the value of such Share. This Award is subject to the terms and conditions specified in the Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended and restated, (the "Plan") and in this Agreement, consisting of this Cover Sheet, the attached Exhibit A and Appendix A thereto.

Brighthouse Financial, Inc. – Performance Share Unit Agreement (May 24th, 2018)

Brighthouse Financial, Inc. confirms that, on [grant date] (the Grant Date), it granted you, [name], [number] Performance Share Units (your Performance Share Units). Your Performance Share Units are subject to the terms and conditions of the Brighthouse Financial, Inc. 2017 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 Share Units under some circumstances.

Haemonetics Corporation Performance Share Unit Agreement (May 23rd, 2018)

THIS PERFORMANCE SHARE UNIT AGREEMENT ("Agreement"), dated as of <<PSU Grant_Date>> ("Grant Date") by and between Haemonetics Corporation, a Massachusetts corporation ("Company"), and <<Name>> ("Employee"), is entered into as follows:

Haemonetics Corporation Performance Share Unit Agreement Under 2005 Long-Term Incentive Compensation Plan (May 23rd, 2018)

THIS PERFORMANCE SHARE UNIT AGREEMENT ("Agreement"), dated as of <<Grant Date>> ("Grant Date") by and between Haemonetics Corporation, a Massachusetts Corporation ("Company"), and <<Participant Name>> ("Employee"), is entered into as follows:

Performance Share Unit Agreement (May 7th, 2018)

This Performance Share Unit Agreement (the "Agreement") is made this ___ day of ____, 20__ to _______________ (the "Grantee") and evidences the grant by Green Plains Inc. (the "Company") of a Performance Share Unit Award (the "Award") to the Grantee on the date hereof (the "Date of Grant") pursuant to the Company's 2009 Equity Incentive Plan (the "Plan"). By accepting the Award, the Grantee agrees to be bound in accordance with the provisions of this Agreement and the Plan. Capitalized terms used but not defined herein shall have the same meaning as in the Plan.

NI Holdings, Inc. – NI HOLDINGS, INC. Growth in Book Value Per Share Performance Share Unit Agreement (May 4th, 2018)

THIS PERFORMANCE SHARE UNIT AGREEMENT (this "Agreement") governs the Stock Unit Award granted by NI HOLDINGS, INC., a North Dakota corporation (the "Company") to the above-named individual (the "Participant"), in accordance with and subject to the provisions of the Company's 2017 Stock and Incentive Plan (the "Plan"). A copy of the Plan has been made available to the Participant. Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement shall have the meaning set forth in the Plan.

Atlas Air Worldwide Holdings, Inc. Performance Share Unit Agreement (May 3rd, 2018)

THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of March __, 2018 (the "Agreement"), is between Atlas Air Worldwide Holdings, Inc. (the "Company"), a Delaware corporation, and the employee set forth on the signature page hereto (the "Employee).

Atlas Air Worldwide Holdings, Inc. Performance Share Unit Agreement (May 3rd, 2018)

THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of March 8, 2018 (the "Agreement"), is between Atlas Air Worldwide Holdings, Inc. (the "Company"), a Delaware corporation, and William J. Flynn (the "Employee").

PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN (April 26th, 2018)

Constellation Brands, Inc. (the "Company") hereby awards to the designated participant ("Participant"), the opportunity to receive the Performance Share Units described herein under the Company's Long-Term Stock Incentive Plan, Amended and Restated as of July 18, 2017 (the "Plan"). Performance Share Units consist of the right to receive shares of Class A Common Stock, par value $.01 per share, of the Company ("Shares"). Generally, the Participant will not receive any Performance Share Units unless specified service and performance requirements are satisfied. This Performance Share Unit Agreement is subject to the attached Terms and Conditions of Performance Share Unit Agreement (collectively with this document, this "Agreement") and terms of the Plan.

Hilton Worldwide Holdings Inc. – Award Notice and Performance Share Unit Agreement Hilton 2017 Omnibus Incentive Plan (April 26th, 2018)

The Participant has been granted Performance Shares with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Performance Share Agreement (including the appendices attached thereto) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Performance Share Agreement and the Plan.

U.S. Silica Holdings Inc. – Performance Share Unit Agreement Pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (April 24th, 2018)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and

uniQure B.V. – Performance Share Unit Agreement (March 14th, 2018)

This Performance Share Grant Unit Agreement (this "Agreement") is made as of the Grant Date between uniQure N.V., a public limited company incorporated under the laws of the Netherlands (the "Company") and the Participant.

Amended and Restated Target Corporation 2011 Long-Term Incentive Plan PERFORMANCE SHARE UNIT AGREEMENT (March 14th, 2018)

THIS PERFORMANCE SHARE UNIT AGREEMENT (the "Agreement") is made in Minneapolis, Minnesota as of the date of grant (the "Grant Date") set forth in the award letter (the "Award Letter") by and between the Company and the person (the "Team Member") identified in the Award Letter. This award (the "Award") of Performance Share Units ("PSUs"), provided to you as a Service Provider, is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the "Plan"), subject to the following terms and conditions.

Union Bankshares Corporation – Union Bankshares Corporation Performance Share Unit Agreement (February 27th, 2018)

%%OPTION_DATE,'Month DD, YYYY'%-% pursuant to Article X of the Union Bankshares Corporation Stock and Incentive Plan as amended and restated effective April 21, 2015 (the "Plan") and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Performance Share Units to %%FIRST_NAME%-% %%MIDDLE_NAME%-% %%LAST_NAME%-% (the "Participant").

Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan Performance Share Unit Agreement (February 26th, 2018)

This is a Performance Share Unit Agreement ("Agreement") between Piper Jaffray Companies, a Delaware corporation (the "Company"), and the above-named employee of the Company (the "Employee").

Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan Performance Share Unit Agreement (February 26th, 2018)

This is a Performance Share Unit Agreement ("Agreement") between Piper Jaffray Companies, a Delaware corporation (the "Company"), and the above-named Chairman of the Company's Board of Directors (the "Chairman").

Xylem – [Year] Performance Share Unit Agreement (February 23rd, 2018)

This Agreement (the "Agreement") between Xylem Inc. (the "Company") and [Participant Name] (the "Participant") is effective as of [Grant Date]. Capitalized terms that are not defined in this Agreement are defined in the Company's 2011 Omnibus Incentive Plan (the "Plan"). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant's valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the "Committee"), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:

Performance Share Unit Agreement for Awards Granted in 2017 (February 23rd, 2018)

PERFORMANCE SHARE UNIT AGREEMENT (the "Agreement") dated as of the Grant Date set forth in the Notice of Grant (as defined below), by and between Domtar Corporation, a Delaware corporation (the "Company"), and the participant whose name appears in the Notice of Grant (the "Participant").

Form of HCA Healthcare, Inc. Performance Share Unit Agreement (February 23rd, 2018)

This PERFORMANCE SHARE UNIT AGREEMENT (this Agreement) is made and entered into as of the day of , 20 (the Grant Date), between HCA Healthcare, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, as applicable, the Company), and [Participant Name], (the Grantee). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Companys 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (the Plan).

HOLLYFRONTIER CORPORATION PERFORMANCE SHARE UNIT AGREEMENT (Section 162(m) Compliant) (February 21st, 2018)

This Performance Share Unit Agreement (the "Agreement") is made and entered into by and between HollyFrontier Corporation, a Delaware corporation (the "Company"), and you. This Agreement is entered into as of the ___ day of [*], 2017 (the "Date of Grant").

Performance Share Unit Agreement With Employee (February 21st, 2018)

THIS AGREEMENT (the "Agreement"), dated as of [Grant Date], is entered into by and between Unum Group, a Delaware corporation (the "Company"), and [Participant Name] (the "Employee").

PERFORMANCE SHARE UNIT AGREEMENT WITH EMPLOYEE (Unum Group Stock Incentive Plan of 2017) (February 21st, 2018)

THIS AGREEMENT (the "Agreement"), dated as of [Grant Date], is entered into by and between Unum Group, a Delaware corporation (the "Company"), and [Participant Name] (the "Employee").

HOLLYFRONTIER CORPORATION PERFORMANCE SHARE UNIT AGREEMENT (Non-Section 162(m)) (February 21st, 2018)

This Performance Share Unit Agreement (the "Agreement") is made and entered into by and between HollyFrontier Corporation, a Delaware corporation (the "Company"), and you. This Agreement is entered into as of the ___ day of [*], 2017 (the "Date of Grant").

FREEPORT-McMoRan INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (February 20th, 2018)
FREEPORT-McMoRan INC. 2016 STOCK INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (February 20th, 2018)
PERFORMANCE SHARE UNIT AGREEMENT Under the SUNCOKE ENERGY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN (February 15th, 2018)

This Performance Share Unit Agreement (the "Agreement"), is entered into as of _______________ (the "Agreement Date"), by and between SunCoke Energy, Inc. ("SunCoke") and , an employee of SunCoke or one of its Affiliates (the "Participant").

Fair Isaac Corporation 2012 Long-Term Incentive Plan Performance Share Unit Agreement (January 25th, 2018)

This Performance Share Unit Award Agreement (this "Agreement"), dated December 8, 2017 (the "Grant Date"), is by and between *[Name] (the "Participant"), and Fair Isaac Corporation, a Delaware corporation (the "Company"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company's 2012 Long-Term Incentive Plan (the "Plan").

Northwest Pipe Company – Performance Share Unit Agreement (January 17th, 2018)

This PERFORMANCE SHARE UNIT AGREEMENT ("Agreement") is made and entered into as of January 15, 2018 ("Effective Date") by and between Northwest Pipe Company (the "Company"), and XXX ("Employee") (collectively, "the parties").

PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the Sysco Corporation 2013 Long- Term Incentive Plan for Performance Period FY2018 - FY2020 (November 9th, 2017)

Sysco Corporation (the "Company") hereby agrees to award to you (the "Grantee") performance-based Restricted Stock Units ("PSUs") in accordance with and subject to the terms, conditions and restrictions of this Performance Share Unit Agreement, including any country-specific provisions for the Grantee's country in Appendix A attached hereto ("Appendix A", together with Appendix B and the Performance Share Unit Agreement, the "Agreement"). Except as otherwise provided in Section 3 below in the event of the Grantee's death, the PSUs hereby awarded (the "Award") shall be settled in the form of shares of Stock with each PSU earned being settled for one share of Stock, but until such settlement, the Award will be denominated in PSUs. Any PSUs earned will be settled, and the corresponding shares of Stock will be issued to the Grantee, on the date set forth below ("Payment Date") if the conditions described in this Agreement are satisfied. The number of PSUs subject to this Agreement is ex

Haemonetics Corporation 2005 Long-Term Incentive Compensation Plan Performance Share Unit Agreement With (November 7th, 2017)

THIS PERFORMANCE SHARE UNIT AGREEMENT ("Agreement"), dated as of ___________ , 2017 ("Grant Date") by and between Haemonetics Corporation, a Massachusetts Corporation ("Company"), and [insert: applicable name] ("Employee"), is entered into as follows:

Catalent, Inc. – Performance Share Unit Agreement Under the Catalent, Inc. 2014 Omnibus Incentive Plan (November 6th, 2017)

Pursuant to the Performance Share Unit Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Performance Share Unit Agreement (this "Agreement"), and the Plan, Catalent, Inc. (the "Company") and the Participant agree as follows.

Catalent, Inc. – Performance Share Unit Agreement for NON-U.S. Participants (November 6th, 2017)

Pursuant to the Performance Share Unit Grant Notice for Non-U.S. Participants (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Performance Share Unit Agreement for Non-U.S. Participants (this "Performance Share Unit Agreement"), including any special terms and conditions for the Participant's country set forth in Appendix 1 attached hereto (collectively, along with Exhibit A, this "Agreement"), and the Plan, Catalent, Inc. (the "Company") and the Participant agree as follows.

2016 Performance Equity Plan Supplemental Performance Share Unit Agreement (November 3rd, 2017)
Performance Share Unit Agreement (August 31st, 2017)

The Compensation Committee of the Board of Directors (the "Committee") has determined to award to the Executive Performance Share Units, subject to the restrictions contained herein, pursuant to the Company's 2017 Long-Term Compensation Plan (the "Plan"). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Plan.