Performance Share Unit Award Agreement Sample Contracts

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Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan Performance Share Unit Award Agreement for Team Members (September 29th, 2017)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the "Award Agreement") is made effective as of _________, 20__ (the "Grant Date"), between Perceptron, Inc., a Michigan Corporation (hereinafter called the "Corporation"), and __________________, hereinafter referred to as the "Grantee." Capitalized terms not otherwise defined herein shall have the same meanings as in the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan, as may be amended from time to time (the terms of which are hereby incorporated by reference and made a part of this Award Agreement) (the "Plan").

JOHNSON CONTROLS INTERNATIONAL PLC 2012 SHARE AND INCENTIVE PLAN (AMENDED AND RESTATED AS OF SEPTEMBER 2, 2016) (THE PLAN) PERFORMANCE SHARE UNIT AWARD AGREEMENT Terms for Performance Share Units (September 15th, 2017)

The Plan has been adopted to permit awards of performance share units to be made to certain key employees of the Company or any Affiliate. The Company desires to provide incentives and potential rewards for future performance by the Participant by providing the Participant with a means to acquire or to increase his/her proprietary interest in the Companys success.

Performance Share Unit Award Agreement Under the Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (The Plan) (August 25th, 2017)

This PERFORMANCE SHARE UNIT AWARD AGREEMENT (Agreement) provides for the granting of performance share unit awards by The Estee Lauder Companies Inc., a Delaware corporation (the Company), to the participant, an employee of the Company or one of its subsidiaries (the Participant), representing a notional account equal to a corresponding number of shares of the Companys Class A Common Stock, par value $0.01 (the Shares), subject to the terms below (the Performance Share Units). The name of the Participant, the Award Date, the aggregate number of Shares representing the Target Award, and the Plan Achievement (as defined below) goals are stated in the Notice of Grant attached or posted electronically together with this Agreement and are incorporated by reference. The other terms of this Performance Share Unit Award are stated in this Agreement and in the Plan. Terms not defined in this Agreement are defined in the Plan, as amended. The Plan is referred to as the Grant Plan in the electron

Legg Mason, Inc. 1996 Equity Incentive Plan Performance Share Unit Award Agreement (August 4th, 2017)

This Award is subject in all respects to the applicable provisions of the Plan. Such provisions are incorporated herein by reference and made a part hereof. Capitalized terms that are not defined in Section 5(k) below are defined in the Plan and shall have the meanings specified in the Plan.

W. P. Carey – LONG-TERM PERFORMANCE SHARE UNIT AWARD AGREEMENT Pursuant to the 2017 SHARE INCENTIVE PLAN (June 27th, 2017)

This Long-Term Performance Share Unit Award Agreement (this "Agreement") is made as of the Date of Grant set forth above by and between W. P. Carey Inc., a Maryland corporation (the "Company") and the individual whose name is set forth above ("Participant"), whose address is in care of Company, pursuant to the Company's 2017 Share Incentive Plan (the "Plan") and the Long-Term Incentive Program thereunder. The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless otherwise defined herein or the context otherwise requires. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder). In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall

Performance Share Unit Award Agreement (June 5th, 2017)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this "Agreement") is made and entered into effective [DATE] (the "Grant Date") by and between InnerWorkings, Inc., a Delaware corporation (the "Company") and [NAME] (the "Participant").

Performance Share Unit Award Agreement (June 1st, 2017)

Stage Stores, Inc. ("Company"), pursuant to its 2017 Long-Term Incentive Plan ("Plan"), hereby grants to the individual listed below ("Participant") an award of performance share units with respect to shares of common stock of the Company ("Performance Share Unit Award") on the terms set forth below. The Performance Share Unit Award is subject in all respects to the terms and conditions set forth herein and in the Addendum included herewith (collectively with the Addendum, this "Performance Share Unit Award Agreement" or this "Agreement") and the Plan, which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

Martin Marietta Materials, Inc. Form of Performance Share Unit Award Agreement (May 10th, 2017)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT, made as of [________] (the "Award Agreement"), between Martin Marietta Materials, Inc., a North Carolina corporation (the "Company"), _______________________ (the "Employee").

Gores Holdings, Inc. – HOSTESS BRANDS, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT Cover Sheet (May 9th, 2017)

Hostess Brands, Inc., a company incorporated under the laws of the State of Delaware ("Company"), hereby grants an award of performance share units ("PSUs") to the individual named below. The terms and conditions of the PSUs are set forth in this cover sheet ("Cover Sheet"), in the attached Performance Share Award Agreement (the "Agreement") and in the Hostess Brands, Inc. 2016 Equity Incentive Plan (the "Plan"). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.

ADS Waste Holdings, Inc. – Advanced Disposal Services, Inc. 2016 Omnibus Equity Plan Form of Performance Share Unit Award Agreement (May 8th, 2017)

THIS PERFORMANCE SHARE UNIT AGREEMENT (the "Agreement") is made effective as of ______________ (the "Date of Grant") between Advanced Disposal Services, Inc., a Delaware corporation (the "Company"), and _________________ (the "Participant").

Jones Energy Inc. – PERFORMANCE SHARE UNIT AWARD AGREEMENT January 1, 2017 - December 31, 2019 Performance Period Under the JONES ENERGY, INC. 2013 OMNIBUS INCENTIVE PLAN (As Amended and Restated May 4, 2016) (May 5th, 2017)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this "Award") is made as of _________, 2017 (the "Grant Date"), by and between Jones Energy, Inc., a Delaware corporation (the "Company"), and ____________ (the "Grantee").

Boston Scientific Intent to Grant Performance Share Unit Award Agreement (May 3rd, 2017)

This Agreement, dated as of the [DATE] (the "Grant Date"), is between you and Boston Scientific Corporation, a Delaware corporation (the "Company"), in connection with the Award of Performance Share Units by the Company under the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the "Plan"). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in either the Plan or in the Free Cash Flow Performance Share Program (the "Program") for the performance period beginning January 1, 2017 and ending on December 31, 2017 (the "Performance Period") and the three-year service period beginning on January 1, 2017 and ending on December 31, 2019 (the "Service Period").

Boston Scientific Intent to Grant Performance Share Unit Award Agreement (May 3rd, 2017)

This Agreement, dated as of the [DATE], (the "Grant Date"), is between you and Boston Scientific Corporation, a Delaware corporation (the "Company"), in connection with the Award of Performance Share Units by the Company under the Boston Scientific Corporation 2011 Long-Term Incentive Plan (the "Plan"). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in either the Plan or in the Total Shareholder Return Performance Share Program (the "Program") for the period beginning January 1, 2017 and ending on December 31, 2019 (the "Performance Period").

Knowles Corp – Performance Share Unit Award Agreement Your Performance Share Unit Award Is Subject, in All Respects, to All the Terms and Provisions of the Knowles Corporation 2016 Equity and Cash Incentive Plan ("Plan"), Which Terms and Provisions Are Expressly Incorporated Into and Made a Part of the Award as if Set Forth in Full Herein. A Copy of the Plan Can Be Found on the Merrill Lynch Stock Plan Administration Website. In Addition, Your Award Is Subject to the Following: 1. Performance Share Units Are a Bookkeeping Entry on the Books of Knowles Corporation. No Shares of Common Stock, Par Value $0.01 P (April 28th, 2017)
Taubman Centers – 2017 Form of the Taubman Company Llc 2008 Omnibus Long-Term Incentive Plan Performance Share Unit Award Agreement (April 28th, 2017)

THIS AWARD AGREEMENT, dated as of this [ ], is entered into by and between THE TAUBMAN COMPANY LLC, a Delaware limited liability company (the "Company"), and [ ] (the "Participant"). Capitalized terms have the meaning defined herein or as defined in the Plan, as applicable.

SCHLUMBERGER 2013 OMNIBUS STOCK INCENTIVE PLAN 2017 PERFORMANCE SHARE UNIT AWARD AGREEMENT (Includes Confidentiality, Intellectual Property, Non- Competition, and Non-Solicitation (April 26th, 2017)

This Performance Share Unit Award Agreement (as may be amended, the "Agreement") is granted effective as of [ ] (the "Grant Date") by Schlumberger Limited (the "Company"), for the benefit of ___________ ("Employee"), pursuant to the Schlumberger 2013 Omnibus Stock Incentive Plan, as may be amended (the "Plan").

SCHLUMBERGER 2013 OMNIBUS STOCK INCENTIVE PLAN 2017 PERFORMANCE SHARE UNIT AWARD AGREEMENT (Includes Confidentiality, Intellectual Property, Non- Competition, and Non-Solicitation (April 26th, 2017)

This Performance Share Unit Award Agreement (as may be amended, the "Agreement") is granted effective as of [ ] (the "Grant Date") by Schlumberger Limited (the "Company"), for the benefit of __________________ ("Employee"), pursuant to the Schlumberger 2013 Omnibus Stock Incentive Plan, as may be amended (the "Plan").

Dollar General Corporation Performance Share Unit Award Agreement (March 24th, 2017)

THIS AGREEMENT (the "Agreement"), dated as of the date indicated on Schedule A hereto (the "Grant Date"), is made between Dollar General Corporation, a Tennessee corporation (hereinafter, together with all Service Recipients unless the context indicates otherwise, called the "Company"), and the individual whose name is set forth on the signature page hereof, who is a Key Employee of the Company (hereinafter referred to as the "Grantee"). Capitalized terms not otherwise defined herein shall have the same meanings as in the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan, as amended from time to time (the "Plan"), the terms of which are hereby incorporated by reference and made a part of this Agreement.

CIT Group Inc. Long-Term Incentive Plan Performance Share Unit Award Agreement (PSU-ROTCE EA) (March 16th, 2017)

Effective as of the Date of Award, this Award Agreement sets forth the grant of performance-based Restricted Stock Units ("Performance Share Units" or PSUs") by CIT Group Inc., a Delaware corporation (the "Company"), to the Participant, pursuant to the provisions of the Amended and Restated CIT Group Inc. Long-Term Incentive Plan (the "Plan"). This Award Agreement memorializes the terms and conditions as approved by the Compensation Committee of the Board (the "Committee"). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

CIT Group Inc. Long-Term Incentive Plan Performance Share Unit Award Agreement (PSU-ROTCE) (March 16th, 2017)

Effective as of the Date of Award, this Award Agreement sets forth the grant of performance-based Restricted Stock Units ("Performance Share Units" or PSUs") by CIT Group Inc., a Delaware corporation (the "Company"), to the Participant, pursuant to the provisions of the Amended and Restated CIT Group Inc. Long-Term Incentive Plan (the "Plan"). This Award Agreement memorializes the terms and conditions as approved by the Compensation Committee of the Board (the "Committee"). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

Performance Share Unit Award Agreement 2016 PSU-ROTCE Award (March 16th, 2017)

Effective as of the Date of Award, this Award Agreement sets forth the grant of "Performance Share Units" ("PSUs") by CIT Group Inc., a Delaware corporation (the "Company"), to the Participant, pursuant to the provisions of the CIT Group Inc. 2016 Omnibus Incentive Plan (the "Plan"). This Award Agreement memorializes the terms and conditions as approved by the Compensation Committee of the Board (the "Committee"). All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

Washington Trust Bancorp, Inc. – Performance Share Unit Award Agreement (March 6th, 2017)

Pursuant to the Washington Trust Bancorp, Inc. 2013 Stock Option and Incentive Plan (the "Plan") as amended through the date hereof, Washington Trust Bancorp, Inc. (the "Corporation") hereby grants a Performance Share Unit Award (an "Award") to the Grantee named above. No shares of Stock shall be issued unless the provisions of Paragraph 2, 3, 4 or 5 are satisfied.

CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN (As Amended and Restated Effective March 3, 2017) FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT (March 6th, 2017)

THIS AGREEMENT is made as of the 3rd day of March 2017 (the Grant Date), between Cloud Peak Energy Inc., a Delaware corporation (the Company), and (the Grantee).

Performance Share Unit Award Agreement Pursuant to the Sandridge Energy, Inc. 2016 Omnibus Incentive Plan (March 3rd, 2017)

THIS PERFORMANCE UNIT AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified in the Performance Share Unit Award Certificate attached hereto (the "Certificate"), is entered into by and between SandRidge Energy, Inc., a corporation organized in the State of Delaware (the "Company"), and the Participant specified above, pursuant to the SandRidge Energy, Inc. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the "Plan"), which is administered by the Committee; and

Envision Healthcare Corp – Envision Healthcare Corporation Performance Share Unit Award Agreement (March 1st, 2017)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this "Agreement") is made and entered into as of [_______________] (the "Grant Date"), between Envision Healthcare Corporation, a Delaware corporation, together with its subsidiaries (the "Company"), and NAME (the "Grantee"), under the Company's 2014 Equity and Incentive Plan, as amended (the "Plan"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

Amended and Restated 2013 Long-Term Incentive Plan Performance Share Unit Award Agreement (March 1st, 2017)

CDW Corporation, a Delaware corporation (the "Company"), hereby grants to the individual (the "Holder") named in the award notice attached hereto (the "Award Notice") as of the date set forth in the Award Notice (the "Grant Date"), pursuant to the provisions of the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan (the "Plan"), a performance share unit award (the "Award") with respect to the number of shares of the Company's Common Stock, par value $0.01 per share ("Stock"), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the "Agreement"). Capitalized terms not defined herein shall have the meanings specified in the Plan.

Form of 2017 Performance Share Unit Award Agreement (February 28th, 2017)

THIS AGREEMENT, effective January 1, 2017, represents the grant of Performance Share Units by Ameren Corporation (the "Company"), to the Participant set forth in the Notice of 2017 Performance Share Unit Award ("Notice"), pursuant to the provisions of the Ameren Corporation 2014 Omnibus Incentive Compensation Plan (as the same may be amended from time to time, the "Plan"). The Notice is included in and made part of this Agreement.

Performance Share Unit Award Agreement (February 24th, 2017)

This PERFORMANCE SHARE UNIT AWARD AGREEMENT (this "Agreement") is by and between Superior Energy Services, Inc. ("Superior") and <<Participant Name>> (the "Participant").

Performance Share Unit Award Agreement (February 24th, 2017)

Pursuant to your Performance Share Unit Award Notice (the "Award Notice") and this Performance Share Unit Award Agreement (this "Agreement"), SemGroup Corporation (the "Company") has granted to you performance share units indicated in your Award Notice in accordance with the following:

AV HOMES, INC. 2015 INCENTIVE COMPENSATION PLAN Performance Share Unit Award Agreement (February 24th, 2017)

AV Homes, Inc. (the "Company"), pursuant to its 2015 Incentive Compensation Plan (the "Plan"), hereby grants to you, the Participant named below, an award of units representing the right to receive shares of the Company's common stock, whose vesting is subject to the satisfaction of both service-based and performance-based conditions (the "Performance Share Units" or "Units"). The terms and conditions of this Performance Share Unit Award are set forth in this Performance Share Unit Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages (including the appendices thereto), and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

Lyondellbasell Industries Nv – Lyondellbasell Industries 2017 Long-Term Incentive Plan 2017 Performance Share Unit Award Agreement (February 23rd, 2017)

By letter (the Grant Letter), effective as of the date specified in the Grant Letter (the Grant Date), LyondellBasell Industries N.V. (the Company), pursuant to the LyondellBasell Industries 2017 Long-Term Incentive Plan (the Plan), has granted to the Participant a number of Stock Units (as defined in the Plan) equal to the Target multiplied by the Earned Percentage certified for the Performance Cycle, subject to the vesting provisions specified herein (the PSU Award). The applicable Target and Performance Cycle are set forth in the Grant Letter. The Earned Percentage shall be determined after the Performance Cycle based on the Performance Goals specified in the Grant Letter. This PSU Award is subject to adjustment as provided in the Plan, and the following terms and conditions (the Award Agreement):

Qep Resources – Qep Resources, Inc. Cash Incentive Plan Performance Share Unit Award Agreement (February 22nd, 2017)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the "Agreement") is made as of _______________ (the "Effective Date"), between QEP Resources, Inc., a Delaware corporation (the "Company"), and ______________ (the "Grantee").

Performance Share Unit Award Agreement (February 17th, 2017)

This Performance Share Unit Award Agreement (this "Agreement") is made as of [Month Day, Year] (the "Grant Date"), between MRC Global Inc., a Delaware corporation (the "Company"), and [__________] (the "Participant").

Huntsman International Llc – HUNTSMAN CORPORATION 2016 STOCK INCENTIVE PLAN Performance Share Unit Award Agreement (February 15th, 2017)
FORM OF CHARLES RIVER LABORATORIES INTERNATIONAL, INC. 2016 INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT (The "Award Agreement") (February 14th, 2017)

This Performance Share Unit Award (the "Award") is granted as of [DATE] by Charles River Laboratories International, Inc. (the "Company") to [NAME] (the "Participant") on the terms and conditions as set forth in this Award Agreement and in the 2016 Incentive Plan (as amended from time to time, the "Plan"). All capitalized terms used herein shall have the meaning specified in the Plan, unless another meaning is specified herein.