Stock Incentive Plan Sample Contracts

AMENDMENT NO. 3 to the 2011 STOCK INCENTIVE PLAN of ASHFORD HOSPITALITY TRUST, INC. May 16, 2017 (May 22nd, 2017)

This Amendment No. 3 (this "Amendment") to the 2011 Stock Incentive Plan of Ashford Hospitality Trust, Inc. (the "Company") is hereby adopted by the Board of Directors of the Company (the "Board"), effective as of the date first referenced above.

Atlantic Capital Bancshares, Inc. – Atlantic Capital Bancshares, Inc. 2015 Stock Incentive Plan (As Amended and Restated Effective May 18, 2017) (May 22nd, 2017)

In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below:

The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (May 19th, 2017)
Stratus Properties, Inc. – Stratus Properties Inc. 2017 Stock Incentive Plan (May 18th, 2017)

Purpose. The purpose of the Stratus Properties Inc. 2017 Stock Incentive Plan (the "Plan") is to increase stockholder value and advance the interests of the Company and its Subsidiaries by furnishing a variety of equity incentives designed to (i) attract, retain, and motivate key employees, officers, and directors of the Company and consultants and advisers to the Company and (ii) strengthen the mutuality of interests among such persons and the Company's stockholders.

Caleminder Inc – Caleminder INC. 2017 Stock Incentive Plan Option Agreement (May 18th, 2017)

Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Option Agreement, Caleminder Inc. (the "Company") has granted you an option under its 2017 Stock Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

Caleminder Inc – Caleminder Inc. Stock Option Grant Notice (2017 Stock Incentive Plan) (May 18th, 2017)

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.

Caleminder Inc – CALEMINDER INC. 2017 Stock Incentive Plan Adopted by the Board of Directors: May 12, 2017 Approved by Stockholders: Termination Date: May 12, 2027 (May 18th, 2017)
Celsion Corporation – Celsion Corporation 2007 Stock Incentive Plan (May 16th, 2017)
Alcoa Upstream Corp – Alcoa Corporation 2016 Stock Incentive Plan (As Amended and Restated) (May 15th, 2017)
Zoompass Holdings, Inc. 2016 Stock Incentive Plan (May 15th, 2017)
Pacwest Bancorp – Pacwest Bancorp 2017 Stock Incentive Plan (May 15th, 2017)
Corecivic, Inc. Second Amended and Restated 2008 Stock Incentive Plan (May 12th, 2017)
SMART Global Holdings, Inc. – SMART Global Holdings, Inc. Amended and Restated 2011 Share Incentive Plan (As Amended and Restated as of August 19, 2014) (Formerly Known as the Saleen Holdings, Inc. 2011 Share Incentive Plan (As Amended and Restated as of August 26, 2011)) (Formerly Known as the SMART Modular Technologies (WWH), Inc. Stock Incentive Plan) (May 11th, 2017)
Clearwater Paper Corp. – Clearwater Paper Corporation 2017 Stock Incentive Plan (May 11th, 2017)
Sb Financial Group Inc. – Sb Financial Group 2017 Stock Incentive Plan (May 10th, 2017)
Performance-Based Stock Unit Agreement Under the Knoll Inc. 2013 Stock Incentive Plan (May 10th, 2017)

THIS AGREEMENT is made effective as of the _______ day of __________, 20__ (the "Grant Date"), between Knoll, Inc., a Delaware corporation (the "Company"), and _________________________________ (the "Grantee"). Except as otherwise specifically provided herein, capitalized terms used herein shall have the meanings attributed thereto in the Knoll, Inc. 2013 Stock Incentive Plan (the "Plan"). All references to employment and termination of employment herein shall also relate to any consulting relationship, directorship or similar relationship between the Company or a Subsidiary and the Grantee, and the termination thereof.

Chemical Financial Corporation – Chemical Financial Corporation Stock Incentive Plan of 2017 (May 10th, 2017)
Integrated Surg Sys – Themaven, Inc. 2016 STOCK INCENTIVE PLAN (May 10th, 2017)
Cohn & Steers Inc – Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (May 10th, 2017)
Form of Restricted Share Unit Terms of Award Under Stereotaxis, Inc. 2012 Stock Incentive Plan Director Award (May 10th, 2017)

On (Grant Date), the Company granted to Director an Award of restricted share units (RSUs) under the Stereotaxis, Inc. 2012 Stock Incentive Plan, as amended the (Plan). The date of grant and the number of RSUs covered by this Award are set forth in the Award letter you received from the Company (Statement). The Statement and these Terms of Award collectively constitute the terms and conditions of the Award for the RSUs and describe the conditions applicable to such Awards.

GWG Holdings, Inc. – 2013 STOCK INCENTIVE PLAN (AMENDED AS OF MARCH 10, 2017 AND APPROVED BY STOCKHOLDERS ON May 5, 2017) (May 10th, 2017)
Amended and Restated 2009 Stock Incentive Plan (May 10th, 2017)

The purpose of the "AMENDED AND RESTATED RENEWABLE ENERGY GROUP, INC. 2009 STOCK INCENTIVE PLAN" (the "Plan") is to foster and promote the long-term financial success of the Renewable Energy Group, Inc. (the "Company") and the interests of its shareholders by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in Company, and (c) enabling the Company to attract and retain the services of outstanding employees and non-employee directors upon whose judgment, interest, and special efforts the successful conduct of its operations is largely dependent.

Parker-Hannifin Corporation First Amendment to 2016 Omnibus Stock Incentive Plan (May 9th, 2017)

The amendment set forth in this First Amendment to the Parker-Hannifin Corporation 2016 Omnibus Stock Incentive Plan (the "Amendment") was approved by the Human Resources and Compensation Committee of the Board of Directors (the "Committee") of Parker-Hannifin Corporation (the "Company") on April 19, 2017.

Second Amended and Restated Weight Watchers International, Inc. 2014 Stock Incentive Plan (May 9th, 2017)
VALLEY NATIONAL BANCORP 2016 LONG-TERM STOCK INCENTIVE PLAN (Adopted by Directors January 29, 2016) (Adopted by Shareholders April 28, 2016) (May 8th, 2017)
Brush Engineered Materials Inc. – Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 3, 2017) (May 8th, 2017)

Purpose. The purpose of this Plan is to (a) attract and retain officers, other key employees and consultants of the Company and its Subsidiaries, (b) to provide such persons with incentives and rewards for performance or service, and (c) to promote equity participation by the officers, key employees and consultants of the Company, thereby reinforcing a mutuality of interest with other shareholders, permitting officers, key employees and consultants to share in the Company's growth.

Drone USA Inc. – Drone USA, Inc. 2016 Stock Incentive Plan (May 8th, 2017)
Amendment to Amended and Restated Level 3 Communications, Inc. Stock Incentive Plan Restricted Stock Unit and Performance Unit (May 5th, 2017)

THIS AMENDMENT TO AMENDED AND RESTATED RESTRICTED STOCK UNIT AND PERFORMANCE UNIT MASTER AWARD AGREEMENT (the "Amendment") is dated as of January __, 2017, is an amendment to the Amended and Restated Restricted Stock Unit and Performance Unit Master Award Agreement December 31, 2015 (the "Agreement") between Level 3 Communications, Inc., a Delaware corporation (the "Company"), and the individual whose name appears on the signature page to this Amendment (the "Participant"), an "Eligible Person" as defined in the Company's Level 3 Communications, Inc. Stock Incentive Plan (as amended from time to time) (the "Plan").

Washington Trust Bancorp, Inc. – First Amendment to Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan, as Amended and Restated (May 5th, 2017)
Brown & Brown, Inc. – Brown & Brown, Inc. 2010 Stock Incentive Plan (May 5th, 2017)
General Cable Corporation Stock Incentive Plan Global Stock Units Grant Letter (May 4th, 2017)

The Compensation Committee of the Board of Directors of General Cable Corporation (the "Company") granted the stock units ("Stock Units") set forth below pursuant to the General Cable Corporation Stock Incentive Plan (the "Plan").

Amended and Restated 2010 Stock Incentive Plan (May 4th, 2017)

Itron, Inc. (the "Company") hereby grants to Participant a performance restricted stock unit award (the "Award"). The Award is subject to all the terms and conditions set forth in this Long Term Performance Restricted Stock Unit Award Notice (the "Award Notice"), the Long Term Performance Restricted Stock Unit Award Agreement, including Appendices A and B (the "Agreement"), and the Itron, Inc. Amended and Restated 2010 Stock Incentive Plan (the "Plan"), all of which are incorporated into the Award Notice in their entirety.

General Cable Corporation Stock Incentive Plan Stock Option Grant Letter (May 4th, 2017)

The Compensation Committee of the Board of Directors of General Cable Corporation (the "Company") granted a stock option ("Option") set forth below pursuant to the General Cable Corporation Stock Incentive Plan (the "Plan").

2017 Cash-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan (The "Plan") (May 4th, 2017)

Nothing contained in these Terms and Conditions or the Plan constitutes or is intended to create a contract of continued employment. Employment is at-will and may be terminated by either the employee or Brunswick (including affiliates) for any reason at any time.

Amended and Restated 2010 Stock Incentive Plan Stock Option Grant Notice (May 4th, 2017)

Itron, Inc. (the "Company") hereby grants to Participant an option (the "Option") to purchase shares of the Company's common stock.