Performance Share Unit Agreement Sample Contracts

PERFORMANCE SHARE UNIT AGREEMENT (Relative EBIT ROI Rank Compared to Peers Performance Vesting)
Performance Share Unit Agreement • September 1st, 2023 • Hovnanian Enterprises Inc • Operative builders • Delaware
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SYSCO CORPORATION PERFORMANCE SHARE UNIT AGREEMENT For Performance Period FY2024 – FY2026
Performance Share Unit Agreement • November 1st, 2023 • Sysco Corp • Wholesale-groceries & related products • Texas

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, (the “Agreement”). Except as otherwise provided in Section 3 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 (1) share of the Company’s Common Stock, USD 1.00 par value (“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 (the “Payment Date”) if the terms and conditions described in this Agreement are satisfied. The number of PSUs subject to this Agreement is expressed as a Target Award, subject to modification based on actual performance. The number of PSUs subject to the Targe

PERFORMANCE SHARE UNIT AGREEMENT UNDER THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN (Performance Period commencing on July 1, ____ and ending on June 30, ____)
Performance Share Unit Agreement • December 8th, 2023 • Catalent, Inc. • Pharmaceutical preparations • Delaware

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, including, as applicable, 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 (as defined below), Catalent, Inc. (the “Company”) and the Participant agree as follows.

PHILIP MORRIS INTERNATIONAL INC. PERFORMANCE SHARE UNIT AGREEMENT FOR PHILIP MORRIS INTERNATIONAL INC. COMMON STOCK (February 4, 2021) Performance Period: January 1, 2021 to December 31, 2023
Performance Share Unit Agreement • February 9th, 2021 • Philip Morris International Inc. • Cigarettes

PHILIP MORRIS INTERNATIONAL INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the Award Statement (the “Employee”) under the Philip Morris International Inc. 2017 Performance Incentive Plan (the “Plan”), a Performance Share Unit Award (the “Award”) dated February 4, 2021 (the “Award Date”) representing a right to receive shares of the Common Stock of the Company (the “Common Stock”) set forth in the Award Statement (the “PSUs”), all in accordance with and subject to the following terms and conditions:

LONG-TERM STOCK INCENTIVE PLAN
Performance Share Unit Agreement • April 28th, 2016 • Constellation Brands, Inc. • Beverages • Delaware

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 (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.

Target Corporation 2020 Long-Term Incentive Plan PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • March 8th, 2023 • Target Corp • Retail-variety stores • Minnesota

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 Target Corporation 2020 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

Form of HCA Healthcare, Inc. Performance Share Unit Agreement
Performance Share Unit Agreement • February 20th, 2020 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware

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 Company’s 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (the “Plan”).

NASDAQ, INC. PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • August 3rd, 2016 • Nasdaq, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) between Nasdaq, Inc., a Delaware corporation (the “Company”), and NAME (the “Grantee”) memorializes the grant by the Management Compensation Committee of the Board of Directors of the Company (the “Committee”) on DATE (the “Grant Date”) of performance share units to the Grantee on the terms and conditions set out below.

PERFORMANCE SHARE UNIT AGREEMENT UNDER THE CATALENT, INC. 2018 OMNIBUS INCENTIVE PLAN
Performance Share Unit Agreement • November 1st, 2022 • Catalent, Inc. • Pharmaceutical preparations • Delaware

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.

NASDAQ, INC. THREE-YEAR PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • August 5th, 2020 • Nasdaq, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) between Nasdaq, Inc., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Grantee”) memorializes the grant by the Management Compensation Committee of the Board of Directors of the Company (the “Committee”) on April 1, 2020 (the “Grant Date”) of performance share units (the “PSUs”) to the Grantee on the terms and conditions set out below.

Form of] Performance Share Unit Agreement
Performance Share Unit Agreement • January 30th, 2020 • CIMPRESS PLC • Commercial printing
THE PRICELINE GROUP INC. 1999 OMNIBUS PLAN PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • March 2nd, 2018 • Booking Holdings Inc. • Services-business services, nec

THIS PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made by and between Booking Holdings Inc. (f/k/a The Priceline Group Inc.), a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and the Participant, as of the Grant Date in 2018, which is provided on the web portal of the secure third-party vendor website used by the Company (to be referred to herein as the “Grant Summary”) for the administration of The Priceline Group Inc. 1999 Omnibus Plan, as amended (the “Plan”). Pursuant to the terms of the Plan, the Compensation Committee of the Board (the “Committee”) has authorized this Agreement and approved the grant of Performance Share Units evidenced hereby.

ATLANTIC UNION BANKSHARES CORPORATION PERFORMANCE SHARE UNIT AGREEMENT Granted <<GRANT DATE>>
Performance Share Unit Agreement • February 22nd, 2024 • Atlantic Union Bankshares Corp • State commercial banks • Virginia

This Performance Share Unit Agreement (this “Agreement”) is entered into as of <<GRANT DATE>> pursuant to Article X of the Atlantic Union Bankshares Corporation Stock and Incentive Plan, as amended from time to time (the “Plan”), and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Performance Share Units to <<NAME>> (the “Participant”).

PERFORMANCE SHARE UNIT AGREEMENT FOR AWARDS GRANTED IN 2020
Performance Share Unit Agreement • March 1st, 2021 • Domtar CORP • Paper mills • Delaware

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”).

The Hain Celestial Group, Inc. Performance Share Unit Agreement
Performance Share Unit Agreement • February 7th, 2024 • Hain Celestial Group Inc • Food and kindred products • New York

This Performance Share Unit Agreement (this “Agreement”) is dated as of [__________] (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to [__________] (the “Participant”).

FORM OF PERFORMANCE SHARE UNIT AGREEMENT THE BANK OF NEW YORK MELLON CORPORATION LONG-TERM INCENTIVE PLAN
Performance Share Unit Agreement • February 28th, 2024 • Bank of New York Mellon Corp • State commercial banks • New York

Subject to the terms and conditions of The Bank of New York Mellon Corporation 2023 Long-Term Incentive Plan (the “Plan”), this Notice of Award - Performance Share Units – Executive Committee US (the “Award Notice”), and the Terms and Conditions of Performance Share Units – Executive Committee US (the “Terms and Conditions”), The Bank of New York Mellon Corporation (the “Corporation”) grants you performance share units (“PSUs”) as reflected below and on the Corporation’s equity award website (the “Equity Website”). Each PSU represents the opportunity to receive one (1) share of the Corporation’s common stock, par value $.01 (“Common Stock”), upon satisfaction of the terms and conditions as set forth in the Award Notice and the Terms and Conditions (collectively, the “Award Agreement”), subject to the terms of the Plan. The purpose of the award is to incentivize you to align your interests with that of the Corporation and to reward your future contribution to the performance of the Corp

ATLAS AIR WORLDWIDE HOLDINGS, INC. PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • May 7th, 2020 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of February 25, 2020 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and __________ (the “Employee”).

HOLLYFRONTIER CORPORATION PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • February 24th, 2021 • HollyFrontier Corp • Petroleum refining • Texas

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 ____________, 2020 (the “Date of Grant”).

PERFORMANCE SHARE UNIT AGREEMENT WITH EMPLOYEE (Unum Group Stock Incentive Plan of 2017)
Performance Share Unit Agreement • May 25th, 2017 • Unum Group • Accident & health insurance • Delaware

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”).

THE NASDAQ OMX GROUP, INC. PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • November 4th, 2011 • Nasdaq Omx Group, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) between The NASDAQ OMX Group, Inc., a Delaware corporation (the “Company”), and Robert Greifeld (the “Grantee”) memorializes the approval by the Management Compensation Committee of the Board of Directors of the Company (the “Committee”) of (i) the grant of performance share units to the Grantee on March 28, 2011 and (ii) the performance goal with respect to such performance share units on August 2, 2011.

QTS REALTY TRUST, INC.
Performance Share Unit Agreement • February 28th, 2020 • QualityTech, LP • Real estate investment trusts

QTS Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants performance share units (the “PSUs”) relating to shares of Class A Common Stock, par value $0.01, of the Company (“Shares”), to the Grantee named below, subject to the achievement of performance goals over a performance period and other vesting conditions set forth in the attached Performance Share Unit Agreement. Additional terms and conditions of the grant are set forth on this cover sheet and in the attached Performance Share Unit Agreement (together, the “Agreement”) and in the Company’s 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).

Target Corporation 2011 Long-Term Incentive Plan EXECUTIVE PERFORMANCE SHARE UNIT AGREEMENT (U.S. and Canada)
Performance Share Unit Agreement • March 13th, 2015 • Target Corp • Retail-variety stores • Minnesota

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 “Executive”) 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 Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

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PERFORMANCE SHARE UNIT AGREEMENT WITH EMPLOYEE (Unum Group Stock Incentive Plan of 2017 - UK and Ireland Sub-plan)
Performance Share Unit Agreement • May 5th, 2020 • Unum Group • Accident & health insurance • Delaware

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

Tractor Supply Company Performance Share Unit Agreement
Performance Share Unit Agreement • February 18th, 2021 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of _________, 20__ (the “Grant Date”), between Tractor Supply Company, a Delaware corporation (together with its Subsidiaries and Affiliates, as applicable, the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Company’s 2018 Omnibus Incentive Plan (the “Plan”).

ATLAS AIR WORLDWIDE HOLDINGS, INC. AMENDED AND RESTATED PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • November 3rd, 2016 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

THIS AMENDED AND RESTATED PERFORMANCE SHARE UNIT AGREEMENT, dated as of July 18, 2016 (the “Agreement”), between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and William J. Flynn (the “Employee”) amends and supersedes the Performance Share Unit Agreement, dated as of February 21, 2014, with respect to the Performance Share Award (as defined below) granted to the Employee on February 21, 2014.

Fair Isaac Corporation Performance Share Unit Agreement
Performance Share Unit Agreement • January 25th, 2018 • Fair Isaac Corp • Services-business services, nec • Minnesota

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”).

Tractor Supply Company Performance Share Unit Agreement
Performance Share Unit Agreement • February 23rd, 2023 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the [Grant Date] (the “Grant Date”), between Tractor Supply Company, 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 Company’s 2018 Omnibus Incentive Plan (the “Plan”).

PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • March 19th, 2021 • Northwest Pipe Co • Steel pipe & tubes • Oregon

This PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is made and entered into as of March 18, 2021 (“Effective Date”) by and between Northwest Pipe Company (the “Company”), and XXX (“Employee”) (collectively, “the parties”).

Intermec, Inc.
Performance Share Unit Agreement • May 13th, 2011 • Intermec, Inc. • Computer peripheral equipment, nec • Washington

This Performance Share Unit Agreement (the “Agreement”) is made as of __________, 20___ between Intermec, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”).

PHILIP MORRIS INTERNATIONAL INC. PERFORMANCE SHARE UNIT AGREEMENT FOR PHILIP MORRIS INTERNATIONAL INC. COMMON STOCK (Month Day, Year) Performance Period: Month Day, Year to Month Day, Year
Performance Share Unit Agreement • February 8th, 2024 • Philip Morris International Inc. • Cigarettes

grants to the employee identified in the Award Statement (the “Employee”) under the Philip Morris International Inc. 2022 Performance Incentive Plan (the “Plan”), a Performance Share Unit Award (the “Award”) dated Month Day, Year (the “Award Date”) representing a right to receive shares of the Common Stock of the Company (the “Common Stock”) set forth in the Award Statement (the “PSUs”), all in accordance with and subject to the following terms and conditions:

PERFORMANCE SHARE UNIT AGREEMENT under the SUNCOKE ENERGY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN
Performance Share Unit Agreement • February 16th, 2017 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

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”).

Red Hat, Inc. 2004 Long-Term Incentive Plan, as amended and restated
Performance Share Unit Agreement • July 9th, 2018 • Red Hat Inc • Services-computer programming, data processing, etc. • Delaware

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.

NI HOLDINGS, INC. Growth in Book Value Per Share Performance Share Unit Agreement
Performance Share Unit Agreement • March 9th, 2022 • NI Holdings, Inc. • Fire, marine & casualty insurance • North Dakota

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 2020 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.

PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • November 18th, 2015 • Meritor Inc • Motor vehicle parts & accessories • Indiana

In accordance with Section 11 of the 2010 Long-Term Incentive Plan, as amended and restated (the “Plan”) of Meritor, Inc. (the “Company”), the number of Performance Share Units specified above have been granted to you as of the date listed above (“Grant Date”) as Performance Share Units (“Performance Shares”). By accepting such award (the “Award”), you agree to the terms and conditions of this performance share agreement (the “Agreement”). Each Performance Share represents a right to receive one share of common stock, par value $1.00 per share, of the Company (the "Common Stock") or its cash equivalent in the future upon achievement of certain performance and time-based vesting criteria. All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.

The Bank of New York Mellon Corporation Long‑Term Incentive Plan FORM OF PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • August 3rd, 2017 • Bank of New York Mellon Corp • State commercial banks • New York

The Bank of New York Mellon Corporation (the “Corporation”) and , a key employee (the “Grantee”) of the Corporation, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, agree as follows:

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