Performance Share Unit Award Agreement Sample Contracts

MRC Global Inc. Performance Share Unit Award Agreement (February 15th, 2019)

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").

M/I Homes, Inc. 2018 Long-Term Incentive Plan Performance Share Unit Award Agreement (February 8th, 2019)

M/I Homes, Inc. (the "Company") hereby grants to the undersigned Participant the following Performance Share Units Award ("PSU's") pursuant to the terms and conditions of the M/I Homes, Inc. 2018 Long-Term Incentive Plan (the "Plan") and this Performance Share Unit Award Agreement (this "Award Agreement"). The PSU's constitute an Other Stock-Based Award under the Plan.

Cnx Resources Corporation Equity Incentive Plan Performance Share Unit Award Agreement (February 7th, 2019)

This Performance Share Unit Award Agreement set forth below (this "Agreement") is dated as of the grant date (the "Grant Date") set forth on Exhibit A and is between CNX Resources Corporation, a Delaware corporation (the "Company"), and the individual to whom the Compensation Committee of the Board of Directors (the "Committee") of the Company has made this Performance Award and whose name is set forth on Exhibit A (the "Participant").

Cnx Resources Corporation Equity Incentive Plan Performance Share Unit Award Agreement (February 7th, 2019)

This Performance Share Unit Award Agreement set forth below (this "Agreement") is dated as of the grant date (the "Grant Date") set forth on Exhibit A and is between CNX Resources Corporation, a Delaware corporation (the "Company"), and the individual to whom the Compensation Committee of the Board of Directors (the "Committee") of the Company has made this Performance Award and whose name is set forth on Exhibit A (the "Participant").

Cnx Resources Corporation Equity Incentive Plan Performance Share Unit Award Agreement (February 7th, 2019)

This Performance Share Unit Award Agreement set forth below (this "Agreement") is dated as of the grant date (the "Grant Date") set forth on Exhibit A and is between CNX Resources Corporation, a Delaware corporation (the "Company"), and the individual to whom the Compensation Committee of the Board of Directors (the "Committee") of the Company has made this Performance Award and whose name is set forth on Exhibit A (the "Participant").

Herman Miller, Inc. 2011 Long-Term Incentive Plan Hmva Performance Share Unit Award Agreement (January 9th, 2019)

This certifies that Herman Miller, Inc. (the "Company") has on August 22, 2018 (the "Award Date"), granted to Andrea Owen (the "Participant") an award (the "Award") of 16,383 target Performance Share Units (the "Target Performance Share Units") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.

Herman Miller, Inc. 2011 Long-Term Incentive Plan Tsr Performance Share Unit Award Agreement (January 9th, 2019)

This certifies that Herman Miller, Inc. (the "Company") has on %%OPTION_DATE,'Month DD, YYYY'%-% (the "Award Date"), granted to %%FIRST_NAME%-% %%LAST_NAME%-% (the "Participant") an award (the "Award") of %%TOTAL_SHARES_GRANTED,'999,999,999'%-% target Performance Share Units (the "Target Performance Share Units") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.

Herman Miller, Inc. 2011 Long-Term Incentive Plan Tsr Performance Share Unit Award Agreement (January 9th, 2019)

This certifies that Herman Miller, Inc. (the "Company") has on August 22, 2018 (the "Award Date"), granted to Andrea Owen (the "Participant") an award (the "Award") of 12,164 target Performance Share Units (the "Target Performance Share Units") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.

Herman Miller, Inc. 2011 Long-Term Incentive Plan Hmva Performance Share Unit Award Agreement (January 9th, 2019)

This certifies that Herman Miller, Inc. (the "Company") has on %%OPTION_DATE,'Month DD, YYYY'%-% (the "Award Date"), granted to %%FIRST_NAME%-% %%LAST_NAME%-% (the "Participant") an award (the "Award") of %%TOTAL_SHARES_GRANTED,'999,999,999'%-% target Performance Share Units (the "Target Performance Share Units") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.

December 20, 2018 Federal Signal Corporation 2015 Executive Incentive Compensation Plan Amended and Restated Performance Share Unit Award Agreement You Have Been Selected to Receive This Performance Share Units ("PSUs") Award ("Award") Pursuant to the Federal Signal Corporation 2015 Executive Incentive Compensation Plan (The "Plan"), as Specified Below: Participant: Robert Fines Date of Grant: July 25, 2017 Date of Amendment: December 20, 2018 Number of PSUs Subject to This Award Agreement: 40,961 Amended Performance Period: January 1, 2018 Through December 31, 2020 Amended Vesting Period: Jun (December 21st, 2018)
Martin Marietta Materials, Inc. Form of Performance Share Unit Award Agreement (December 18th, 2018)

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

PERFORMANCE SHARE UNIT AWARD AGREEMENT Helix Energy Solutions Group, Inc. 2005 Long-Term Incentive Plan (As Amended and Restated Effective January 1, 2017) (December 14th, 2018)

This Performance Share Unit Award Agreement (the "Agreement") is made by and between Helix Energy Solutions Group, Inc. (the "Company" or "Helix") and ___________________(the "Employee") effective as of January __, 2019 ("Grant Date"), pursuant to the Helix Energy Solutions Group, Inc. 2005 Long-Term Incentive Plan (As Amended and Restated Effective January 1, 2017) (the "Plan"), which is incorporated by reference herein in its entirety.

Gores Holdings, Inc. – HOSTESS BRANDS, INC. 2016 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT Cover Sheet (November 7th, 2018)

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.

WHITING PETROLEUM CORPORATION PERFORMANCE SHARE UNIT AWARD AGREEMENT (Officer Form) (August 30th, 2018)
Performance Share Unit Award Agreement for Employees Including Executive Officers Under the Estee Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (The Plan) (August 24th, 2018)

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

Adams Resources & Energy – Performance Share Unit Award Agreement (August 8th, 2018)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this "Agreement") is made as of the 29th day of June, 2018 (the "Grant Date"), between ADAMS RESOURCES & ENERGY, INC., a Delaware corporation ("Company"), and all of its Affiliates (collectively, the "Company"), and _______________ (the "Employee"). A copy of the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan (the "Plan") is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

Pennymac Mortgage Invest Tr – Pennymac Mortgage Investment Trust 2009 Equity Incentive Plan Form of Performance Share Unit Award Agreement (August 7th, 2018)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the "Agreement"), effective as of _________ (the "Grant Date"), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the "Trust"), and _______________ (the "Grantee").

Performance Share Unit Award Grant Notice and Performance Share Unit Award Agreement for Participants in the United States (August 3rd, 2018)

Mellanox Technologies, Ltd., a corporation organized under the laws of the State of Israel (the "Company"), pursuant to its Third Amended and Restated Global Share Incentive Plan (2006) and the appendix thereto setting forth the additional terms applicable to Participants who are U.S. Taxpayers (collectively referred to as the "Plan," except where the context otherwise requires), hereby grants to the individual listed below (the "Participant"), an award (the "Award") of performance share units ("Performance Share Units" or "PSUs"). Each PSU represents the right to receive [ ] unrestricted, fully transferable ordinary shares of the Company (each a "Share," collectively "Shares") upon vesting. This Award is subject to all of the terms and conditions as set forth herein, in the Performance Share Unit Award Agreement attached hereto as Exhibit A (the "Agreement") and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the

Performance Share Unit Award Grant Notice and Performance Share Unit Award Agreement for Participants in Israel (August 3rd, 2018)

Mellanox Technologies, Ltd., a corporation organized under the laws of the State of Israel (the "Company"), pursuant to its Third Amended and Restated Global Share Incentive Plan (2006) and the appendix thereto setting forth the additional terms applicable to Participants who are Israeli Taxpayers (collectively referred to as the "Plan," except where the context otherwise requires), hereby grants to the individual listed below (the "Participant"), an award (the "Award") of performance share units ("Performance Share Units" or "PSUs"). Each PSU represents the right to receive [ ] unrestricted, fully transferable ordinary shares of the Company (each a "Share," collectively "Shares") upon vesting. This Award is subject to all of the terms and conditions as set forth herein, in the Performance Share Unit Award Agreement attached hereto as Exhibit A (the "Agreement") and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in t

St. Mary Land – Sm Energy Company Performance Share Unit Award Agreement (August 2nd, 2018)

This Performance Share Unit Award Agreement (the "Agreement") is made effective as of [___], 20[___] (the "Award Date"), by and between SM Energy Company, a Delaware corporation (the "Company") and [___] (the "Participant") to whom performance share units have been awarded under the Company's Equity Incentive Compensation Plan, as amended (the "Plan").

General Mills, Inc. Performance Share Unit Award Agreement (June 29th, 2018)

THIS AWARD dated as of is made by General Mills, Inc. (the Company), and granted to the person named above (the Participant or also referred to as I, you, or my). This Award is made under Section 9 of the General Mills, Inc. 2017 Stock Compensation Plan (the Plan), and is subject to the terms and conditions contained in the Plan document, and this Award document.

UMB Financial Corporation Omnibus Incentive Compensation Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT (June 14th, 2018)

Pursuant to this Performance Share Unit Award Agreement (this Award Agreement), and subject to the terms and conditions herein and in the UMB Financial Corporation Omnibus Incentive Compensation Plan (the Plan), UMB Financial Corporation (the Company, as defined in the Plan) grants an award (the Award) of performance share units (PSUs) under the Plan to the following identified Grantee with the following specified terms:

Baker Hughes, a GE Company Outperformance Share Unit Award Agreement for Lorenzo Simonelli ("Participant") (June 1st, 2018)
Legg Mason, Inc. 2017 Equity Incentive Plan Performance Share Unit Award Agreement (May 30th, 2018)

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.

Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (May 10th, 2018)

THIS AGREEMENT (the "Agreement") is entered into on <<GRANT DATE>> (the "Grant Date") by MARRIOTT INTERNATIONAL, INC. (the "Company") and <<PARTICIPANT NAME>> ("Employee").

SemGroup Corporation Equity Incentive Plan PERFORMANCE SHARE UNIT AWARD AGREEMENT (May 9th, 2018)

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:

El Pollo Loco Holdings, Inc. – Performance Share Unit Award Agreement (May 8th, 2018)

You (the "Participant") are hereby awarded performance share units (the "PSUs"), outside of the El Pollo Loco Holdings, Inc. (the "Company") 2018 Omnibus Equity Incentive Plan (the "Plan"), on the terms and conditions in this Performance Share Unit Award Agreement (this "Award Agreement") and on the terms and conditions in the Plan that are incorporated herein by reference in accordance with Section 11 hereof as if the PSUs were granted under the Plan.

Approach Resources Inc. – Approach Resources Inc. 2007 Stock Incentive Plan 20[_] Cash-Settled Performance Share Unit Award Agreement Performance Vesting and Time Vesting Requirements (May 3rd, 2018)

THIS 20[__] CASH-SETTLED PERFORMANCE SHARE UNIT AWARD AGREEMENT (the "Agreement") is made and entered into as of the [__] day of [__], 20[__], by and between Approach Resources Inc., a Delaware corporation ("Approach"), and [__], an employee, outside director or other individual providing services to Approach or one of its Affiliates ("Participant").

Boston Scientific Intent to Grant Performance Share Unit Award Agreement (May 1st, 2018)

This Agreement, dated as of the %%OPTION_DATE,'Month DD, YYYY'%-% (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, 2018 and ending on December 31, 2020 (the "Performance Period").

Johnson & Johnson 2012 Long-Term Incentive Plan Global Performance Share Unit Award Agreement (May 1st, 2018)

The date following the end of the Performance Period on which the Committee certifies the achievement of all remaining performance-based vesting criteria, the achievement of which has not yet been certified, as set forth in Appendix A hereto

Boston Scientific Intent to Grant Performance Share Unit Award Agreement (May 1st, 2018)

This Agreement, dated as of the %%OPTION_DATE,'Month DD, YYYY'%-% (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, 2018 and ending on December 31, 2018 (the "Performance Period") and the three-year service period beginning on January 1, 2018 and ending on December 31, 2020 (the "Service Period").

Supervalu Inc. 2012 Stock Plan Performance Share Unit Award Agreement (April 24th, 2018)

This Performance Share Unit Award Agreement (the "Agreement") is made and entered into as of the grant date indicated below (the "Grant Date"), by and between SUPERVALU INC. (the "Company"), and you, the Award Recipient whose name appears below. The Agreement consists of this cover page, the Performance Share Unit Award Terms and Conditions (the "Terms and Conditions") on the following pages, and Schedule A attached hereto.

Dollar General Corporation Performance Share Unit Award Agreement (March 23rd, 2018)

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.

JELD-WEN Holding, Inc. – Performance Share Unit Award Agreement (March 6th, 2018)

THIS AGREEMENT is made this __ day of ________, 20__ (the "Grant Date") between JELD-WEN Holding, Inc., a Delaware corporation (the "Company"), and _____________ (the "Recipient").

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 5th, 2018)

THIS AGREEMENT is made as of the 2nd day of March 2018 (the Grant Date), between Cloud Peak Energy Inc., a Delaware corporation (the Company), and (the Grantee).