Performance Unit Award Agreement Sample Contracts

Contract
Performance Unit Award Agreement • February 22nd, 2024 • ONE Gas, Inc. • Natural gas distribution • Oklahoma
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CAPITAL ONE FINANCIAL CORPORATION Amended and Restated Performance Unit Award Agreement No. of Performance Units at Target: 79,887
Performance Unit Award Agreement • February 23rd, 2024 • Capital One Financial Corp • National commercial banks • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), originally granted on February 4, 2021 (the "Date of Grant") is hereby amended and restated as of November 2, 2023, between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”) and all capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless they are otherwise defined herein. For purposes of this Agreement, “Employer” means the entity (i.e., Capital One, Subsidiary or Affiliate) that employs you.

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • July 23rd, 2018 • Angiodynamics Inc • Surgical & medical instruments & apparatus • New York

This Performance Unit Award Agreement (this “Agreement”), dated as of the 18th day of July, 2018 (the “Grant Date”), is between AngioDynamics, Inc., a Delaware corporation (the “Company”), and the (“Participant”), an employee of the Company or any of its affiliates or subsidiaries and whose name appears on the signature page hereto. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in either the AngioDynamics 2004 Stock and Incentive Award Plan, as amended (the “Plan”) or in the Total Shareholder Return Performance Unit Award Program (the “Program”) for the performance period calculated pursuant to the Program (the “Performance Period”).

COOPER-STANDARD HOLDINGS INC. PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • May 2nd, 2018 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware

THIS AGREEMENT (this “Agreement”), which relates to a grant of performance-vested Restricted Stock Units (“PUs”) made on Grant Date (the “Date of Grant”), is between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • February 22nd, 2013 • Oneok Inc /New/ • Natural gas transmisison & distribution

This Performance Unit Award Agreement (hereinafter referred to as “Agreement”) Agreement is entered into as of the 20th day of February, 2013, by and between ONEOK, Inc., an Oklahoma corporation, (hereinafter referred to as “Corporation”), and «Officer_Name» (hereinafter referred to as “Grantee”), an employee of the Corporation or a division or subsidiary thereof, pursuant to the terms of the ONEOK, Inc. Equity Compensation Plan, effective February 17, 2005, as amended (hereinafter referred to as the “Plan”).

CAPITAL ONE FINANCIAL CORPORATION Amended and Restated Performance Unit Award Agreement No. of Performance Units at Target: 35,539
Performance Unit Award Agreement • February 23rd, 2024 • Capital One Financial Corp • National commercial banks • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), originally granted on January 26, 2023 (the "Date of Grant") is hereby amended and restated as of November 2, 2023, between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”) and all capitalized terms used herein that are defined in the Plan shall have the same meaning given to them in the Plan unless otherwise defined herein. For purposes of this Agreement, “Employer” means the entity (i.e., Capital One, Subsidiary or Affiliate) that employs you.

PERFORMANCE UNIT AWARD AGREEMENT under the FIRST SOLAR, INC. 2020 OMNIBUS INCENTIVE COMPENSATION PLAN, between First Solar, Inc. (the “Company”), a Delaware corporation, and the individual (the “Participant”) set forth on the Grant Notice which...
Performance Unit Award Agreement • February 27th, 2024 • First Solar, Inc. • Semiconductors & related devices • Delaware

This Performance Unit Award Agreement including any addendum or exhibits hereto and the Grant Notice (collectively, this “Award Agreement”) set forth the terms and conditions of an award of Performance Units (this “Award”) that is being granted to the Participant set forth on the Grant Notice on the date set forth in the Grant Notice (such date, the “Grant Date”), under the terms of the First Solar, Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”) for the number of performance units (each such performance unit, a “Performance Unit”) set forth in the Grant Notice. Each Performance Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant one share of the common stock of the Company (a “Share”), subject to the all terms and conditions of this Award Agreement, the Grant Notice, and the Plan, including without limitation, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 14 OF THIS AWARD AGREEMENT.

Performance Unit Award Agreement Pursuant to the Symetra Financial Corporation Equity Plan [_____________________] Grant
Performance Unit Award Agreement • May 8th, 2015 • Symetra Financial CORP • Life insurance • New York

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) is made, effective as of the [_______] (the “Grant Date”), between Symetra Financial Corporation (the “Company”) and [________________] (the “Participant”).

KIMBALL INTERNATIONAL, INC. PERFORMANCE UNIT AWARD AGREEMENT FISCAL YEAR 20XX
Performance Unit Award Agreement • August 31st, 2022 • Kimball International Inc • Household furniture • Indiana

THIS PERFORMANCE UNIT AWARD AGREEMENT (“Award Agreement”), dated the __th day of __________, 20XX (“Award Date”), is granted by KIMBALL INTERNATIONAL, INC., an Indiana corporation (“Company”), to _________________ (“Employee”) pursuant to the terms of the Company’s 2017 Stock Incentive Plan or any successor plan (“Plan”).

PERFORMANCE UNIT AWARD AGREEMENT PIONEER NATURAL RESOURCES COMPANY AMENDED AND RESTATED 2006 LONG TERM INCENTIVE PLAN [DATE]
Performance Unit Award Agreement • February 23rd, 2023 • Pioneer Natural Resources Co • Crude petroleum & natural gas • Delaware

This Agreement sets forth the terms of the agreement between you and the Company with respect to the Performance Units. By accepting this Agreement, you agree to be bound by all of the terms hereof.

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • March 1st, 2007 • Ipsco Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company and approved by Shareholders, is hereinafter referred to as the “Plan”) whereby certain designated officers, employees and directors of the Company and its subsidiaries may from time to time be granted options, restricted shares and performance units;

TRUECAR, INC.
Performance Unit Award Agreement • February 22nd, 2024 • TrueCar, Inc. • Services-computer programming, data processing, etc. • California

Unless otherwise defined herein, the terms defined in the TrueCar, Inc. 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Performance Unit Award Agreement, including the Notice of Grant of Performance-Based Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Performance Unit Grant, and any appendices and exhibits attached thereto (all together, the “Award Agreement”).

THE CHUBB CORPORATION LONG-TERM INCENTIVE PLAN (2014) Performance Unit Award Agreement
Performance Unit Award Agreement • March 3rd, 2015 • Chubb Corp • Fire, marine & casualty insurance • New Jersey

This PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), dated as of [ ], is by and between The Chubb Corporation (the “Corporation”) and [ ] (the “Participant”), pursuant to The Chubb Corporation Long-Term Incentive Plan (2014) (the “Plan”). Capitalized terms that are not defined herein shall have the same meanings given to such terms in the Plan. If any provision of this Agreement conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.

Contract
Performance Unit Award Agreement • April 3rd, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon

As of March 1, 2012, agreements substantially in the form attached for the performance period 2011-2013 with applicable performance measures have been entered into between the Company and the following Named Executive Officers:

MARATHON OIL CORPORATION PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • May 7th, 2014 • Marathon Oil Corp • Crude petroleum & natural gas
PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • June 16th, 2006 • Txu Corp /Tx/ • Electric services • Texas

THIS PERFORMANCE UNIT AWARD AGREEMENT (“Agreement”) is made and entered effective as of the 1st day of April, 2005, by and between TXU CORP., a Texas corporation (“Company”), and «Participant» (“Participant”).

PERFORMANCE UNIT AWARD AGREEMENT UNDER SCS TRANSPORTATION, INC. AMENDED AND RESTATED 2003 OMNIBUS INCENTIVE PLAN
Performance Unit Award Agreement • August 30th, 2005 • SCS Transportation Inc • Trucking (no local) • Delaware

THIS AWARD AGREEMENT is made and entered into as of August 24, 2005 (the “Date of Grant”), by and between SCS Transportation, Inc. (the “Company”), and Mark H. Robinson (“Employee”) and supercedes the previous Award Agreement entered into between the Company and the Employee dated February 5, 2004.

TRUIST FINANCIAL CORPORATION 2022 INCENTIVE PLAN Performance Unit Award Agreement (Senior Executive – 60/10 Retirement)
Performance Unit Award Agreement • May 1st, 2023 • Truist Financial Corp • National commercial banks • North Carolina

THIS AGREEMENT (the “Agreement”), made effective as of February 27, 2023 (the “Grant Date”), between TRUIST FINANCIAL CORPORATION, a North Carolina corporation (“TFC”), for itself and its Affiliates, and the Employee (the “Participant”) specified in the accompanying Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the Truist Financial Corporation 2022 Incentive Plan, as it may be amended and/or restated (the “Plan”).

Contract
Performance Unit Award Agreement • March 23rd, 2023 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores

This Performance Unit Award Agreement (this “Agreement”), dated as of the grant date set forth on Exhibit A (the “Grant Date”), is made and entered between Dick’s Sporting Goods, Inc. (the “Company”) and %%FIRST_NAME%-% %%LAST_NAME%-% (the “Grantee”), pursuant to, and subject to, the terms of the Company’s 2012 Stock and Incentive Plan, as amended (the “Plan”).

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • July 25th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Kentucky

THIS AGREEMENT, made as of this day of , 20 between Kindred Healthcare, Inc., a Delaware corporation and its successors (the “Company”), and (the “Participant”).

FPIC INSURANCE GROUP, INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • March 9th, 2011 • Fpic Insurance Group Inc • Fire, marine & casualty insurance • Florida

In accordance with the terms of the Amended and Restated Omnibus Incentive Plan (the “Plan”) maintained by FPIC Insurance Group, Inc. (the “Company”), pursuant to action of the Compensation Committee of the Company's Board of Directors (acting as the “Committee” as defined in the Plan), the Company hereby grants to you (the “Participant”), subject to the terms and conditions set forth in this Performance Unit Award Agreement (including Annexes A and B hereto and all documents incorporated herein by reference), an award (the “Award”) of contingent stock (“Performance Units”), as set forth below:

FOREST OIL CORPORATION
Performance Unit Award Agreement • May 24th, 2013 • Forest Oil Corp • Crude petroleum & natural gas • New York
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PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • January 6th, 2020 • Concho Resources Inc • Crude petroleum & natural gas • Texas

This Agreement sets forth the terms of the agreement between you and the Company with respect to the Performance Units. By accepting this Agreement, you agree to be bound by all of the terms hereof.

THE MOSAIC COMPANY PERFORMANCE UNIT AWARD AGREEMENT (201[ ] Award) (Total Shareholder Return)
Performance Unit Award Agreement • May 6th, 2014 • Mosaic Co • Agricultural chemicals • Delaware

This PERFORMANCE UNIT AWARD AGREEMENT (the “Agreement”) is made this day of , 201[ ] (the “Grant Date”), by and between The Mosaic Company, a Delaware corporation (the “Company”) and (the “Participant”). The “Performance Period” shall begin on the Grant Date and end on the date that is three (3) years after the Grant Date.

CARRIAGE SERVICES, INC. PERFORMANCE UNIT AWARD AGREEMENT Grantee
Performance Unit Award Agreement • February 4th, 2009 • Carriage Services Inc • Services-personal services

The Compensation Committee (the “Committee”) of the Board of Directors of Carriage Services, Inc., a Delaware corporation (the “Company”), pursuant to the Carriage Services, Inc. 2006 Long-Term Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Award Date set forth above, that number of Performance Units set forth above (each, a “Performance Unit”, and collectively, the “Performance Units”), on the terms and conditions set forth in this Performance Unit Award Agreement (this “Agreement”).

Under the W. R. Berkley Corporation 2019 Long-Term Incentive Plan
Performance Unit Award Agreement • May 4th, 2023 • Berkley W R Corp • Fire, marine & casualty insurance • England and Wales

This 2023 Performance Unit Award Agreement (this “Agreement”), effective January 1, 2023, represents an Award of Performance Units by W. R. Berkley Corporation (the “Company”), to the Participant named below, pursuant to the provisions of the W. R. Berkley Corporation 2019 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”). The value of the Performance Units will be determined based on the increase in the Company’s Book Value Per Share during the Performance Period, as determined below.

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • February 8th, 2010 • Compuware Corp • Services-prepackaged software • Michigan

THIS AGREEMENT (the “Agreement”) is made effective as of December 7, 2009 (the “Grant Date”), between Compuware Corporation, a Michigan corporation (the “Corporation”), and the individual whose name is set forth above, who is an employee of the Corporation (the “Recipient”). Capitalized terms not otherwise defined herein shall have the same meanings as in the 2007 Long Term Incentive Plan (the “Plan”), and the terms of the Plan are hereby incorporated by reference and made a part of this Agreement. This Award is granted pursuant to Article VII of the Plan and is intended to be exempt from Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Contract
Performance Unit Award Agreement • April 3rd, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon

As of March 1, 2012, agreements substantially in the form attached for the performance period 2012-2014 with applicable performance measures have been entered into between the Company and the following Named Executive Officers:

Contract
Performance Unit Award Agreement • March 15th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon

As of March 1, 2012, agreements substantially in the form attached for the performance period 2009-2011 and 2010-2012 with applicable performance measures have been entered into between the Company and the following Named Executive Officers:

MARATHON OIL CORPORATION PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • May 4th, 2023 • Marathon Oil Corp • Crude petroleum & natural gas
PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • February 28th, 2017 • Oneok Inc /New/ • Natural gas transmisison & distribution

This Performance Unit Award Agreement (the “Agreement”) is entered into as of the 22nd day of February, 2017, by and between ONEOK, Inc. (the “Company”) and «Employee_Name» (the “Grantee”), an employee of the Company or Subsidiary thereof, pursuant to the terms of the ONEOK, Inc. Equity Compensation Plan (the “Plan”).

PERFORMANCE UNIT AWARD AGREEMENT PURSUANT TO THE AES CORPORATION 2003 LONG TERM COMPENSATION PLAN
Performance Unit Award Agreement • February 26th, 2024 • Aes Corp • Cogeneration services & small power producers

The AES Corporation, a Delaware Corporation (the “Company”), grants to the Employee named below, pursuant to The AES Corporation 2003 Long Term Compensation Plan, as amended (the “Plan”), and this Performance Unit Award Agreement (this “Agreement”), this Award of Performance Units (“Performance Units”), the value of which is related to and contingent upon the achievement of a predetermined performance targets (as set forth herein). Capitalized terms not otherwise defined herein shall each have the meaning assigned to them in the Plan.

Performance Unit Award Agreement (Senior Executive)
Performance Unit Award Agreement • April 30th, 2019 • Bb&t Corp • National commercial banks • North Carolina

THIS AGREEMENT (the “Agreement”), made effective as of February 26, 2019 (the “Grant Date”), between BB&T CORPORATION, a North Carolina corporation (“BB&T”), for itself and its Affiliates, and the Employee (the “Participant”) specified in the above Notice of Grant and Agreement (the “Notice of Grant”), is made pursuant to and subject to the provisions of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated (the “Plan”).

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • July 22nd, 2014 • Baker Hughes Inc • Oil & gas field machinery & equipment • Texas

The Compensation Committee (the “Committee”) of the Board of Directors of Baker Hughes Incorporated, a Delaware corporation (the “Company”), pursuant to the Baker Hughes Incorporated 2002 Employee Long-Term Incentive Plan (the “Plan”), hereby awards to you, the above named Participant, effective as of the Grant Date set forth above (the “Grant Date”), that number of Performance Units set forth above (each, a “Performance Unit”, and collectively, the “Performance Units”), on the terms and conditions set forth in this Performance Unit Award Agreement (this “Agreement”).

INDEPENDENCE CONTRACT DRILLING, INC. PERFORMANCE UNIT AWARD AGREEMENT CUMULATIVE EBITDA Grantee:
Performance Unit Award Agreement • August 5th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
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