Term Incentive Award Agreement Sample Contracts

NIKE, INC.
Term Incentive Award Agreement • February 20th, 2007 • Nike Inc • Rubber & plastics footwear • Oregon
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LONG-TERM INCENTIVE AWARD AGREEMENT (Restricted Stock Unit)
Term Incentive Award Agreement • August 6th, 2012 • Citizens Republic Bancorp, Inc. • National commercial banks • Michigan

THIS LONG-TERM INCENTIVE RESTRICTED STOCK UNIT AGREEMENT (the “Award Agreement”) is made the 30th day of April, 2012 (the “Grant Date”), by and between Citizens Republic Bancorp, Inc. (the “Company”) and the undersigned (the “Grantee”), pursuant to the Citizens Republic Bancorp, Inc. Stock Compensation Plan (the “Plan”). Capitalized terms not defined in this Award Agreement shall have the meanings respectively ascribed to them in the Plan.

SCHNITZER STEEL INDUSTRIES, INC. LONG-TERM INCENTIVE AWARD AGREEMENT
Term Incentive Award Agreement • January 8th, 2015 • Schnitzer Steel Industries Inc • Wholesale-misc durable goods • Oregon

On October 29, 2014, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Schnitzer Steel Industries, Inc. (the “Company”) authorized and granted a performance-based award to _________________ (“Recipient”) pursuant to Section 11 of the Company’s 1993 Stock Incentive Plan (the “Plan”). Compensation paid pursuant to the award is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). By accepting this award, Recipient agrees to all of the terms and conditions of this Agreement.

STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT FOR MANAGEMENT COMMITTEE EXECUTIVES AND KEY EMPLOYEES ( Performance Period)
-Term Incentive Award Agreement • February 26th, 2016 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

Effective as of , the Organization and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of StanCorp Financial Group, Inc., an Oregon corporation (the “Company”), has approved, and the Company hereby grants, a performance-based cash award to (the “Employee”) on the terms and conditions of this Long-Term Incentive Award Agreement (this “Agreement”). By accepting this award, the Employee agrees to all of the terms and conditions of this Agreement. The Company and the Employee agree as follows:

LONG-TERM INCENTIVE AWARD AGREEMENT (Restricted Stock)
Term Incentive Award Agreement • August 6th, 2012 • Citizens Republic Bancorp, Inc. • National commercial banks • Michigan

THIS LONG-TERM INCENTIVE RESTRICTED STOCK AGREEMENT (the “Award Agreement”) is made the 30th day of April, 2012 (the “Grant Date”), by and between Citizens Republic Bancorp, Inc. (the “Company”) and the undersigned (the “Grantee”), pursuant to the Citizens Republic Bancorp, Inc. Stock Compensation Plan (the “Plan”). Capitalized terms not defined in this Award Agreement shall have the meanings respectively ascribed to them in the Plan.

STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT (20 Performance Period)
Term Incentive Award Agreement • May 9th, 2006 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and (the “Employee”).

December 15, 2009 [Name] Cell Therapeutics, Inc.
Term Incentive Award Agreement • February 26th, 2010 • Cell Therapeutics Inc • Pharmaceutical preparations • Washington
IDEARC INC. 2008 INCENTIVE COMPENSATION PLAN 2008 LONG-TERM INCENTIVE AWARD AGREEMENT
Term Incentive Award Agreement • August 11th, 2008 • Idearc Inc. • Miscellaneous publishing • Texas
SCHNITZER STEEL INDUSTRIES, INC. LONG-TERM INCENTIVE AWARD AGREEMENT (FY 20___-20___Performance Period)
Term Incentive Award Agreement • October 29th, 2007 • Schnitzer Steel Industries Inc • Wholesale-misc durable goods • Oregon

On ___, 20 , the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) authorized and granted a performance-based award to (“Recipient”) pursuant to Section 11 of the Company’s 1993 Stock Incentive Plan (the “Plan”). Compensation paid pursuant to the award is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). By accepting this award, Recipient agrees to all of the terms and conditions of this Agreement.

LONG-TERM INCENTIVE AWARD AGREEMENT Non-transferable GRANT TO «First» «Last» (“Grantee”)
Term Incentive Award Agreement • March 17th, 2017 • Cadence Bancorporation • National commercial banks

by Cadence Bank, N.A. (the “Bank”) of Cash-Based Awards in the form of Phantom A Units and Long-Term Performance Cash (the “Award”), pursuant to and subject to the provisions of the Cadence Bank 2013 Long-Term Incentive Plan (the “Plan”). By accepting the Award, the Grantee agrees to the terms and conditions set forth in the Plan.

SECTION 1
Term Incentive Award Agreement • August 22nd, 2006 • Perrigo Co • Pharmaceutical preparations • Michigan
STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT (20__ Performance Period)
Term Incentive Award Agreement • May 9th, 2007 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of ____________, 20__ between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and __________________ (the “Employee”).

XCEL ENERGY INC. LONG-TERM INCENTIVE AWARD AGREEMENT - [YEAR] Grant
Term Incentive Award Agreement • February 21st, 2014 • Xcel Energy Inc • Electric & other services combined

This Agreement, dated and effective [DATE], by and between Xcel Energy Inc., a Minnesota corporation (individually and collectively with its affiliates and subsidiaries, “Xcel Energy”) and [Participant] (the “Participant”) evidences a grant of Long-Term Incentive Awards pursuant to the Xcel Energy Inc. 2005 Long-term Incentive Plan as amended and restated February 17, 2010 (the “Plan”).

STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT ( Performance Period)
Term Incentive Award Agreement • May 9th, 2012 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and «First_Name» «Last_Name» (the “Employee”).

OCCIDENTAL PETROLEUM CORPORATION LONG-TERM INCENTIVE AWARD AGREEMENT (Equity- based, Cash-Settled Award)
Term Incentive Award Agreement • July 20th, 2007 • Occidental Petroleum Corp /De/ • Crude petroleum & natural gas

THIS AGREEMENT is made as of the Date of Grant between OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (“Occidental”) and, with its subsidiaries, (the “Company”), and Grantee.

FARMERS NATIONAL BANC CORP. CASH LONG-TERM INCENTIVE AWARD AGREEMENT
Term Incentive Award Agreement • February 27th, 2015 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio

Farmers National Banc Corp. (the “Company”) hereby grants the undersigned Participant an Award pursuant to the Farmers National Banc Corp. Long-Term Incentive Plan (the “Cash LTI Plan”), and this Award Agreement (this “Award Agreement”) is effective the day of , 201__.

THE CHARLES SCHWAB CORPORATION [2004 STOCK INCENTIVE PLAN] CASH LONG-TERM INCENTIVE AWARD AGREEMENT (PERFORMANCE-BASED VESTING)
Term Incentive Award Agreement • January 30th, 2013 • Schwab Charles Corp • Security brokers, dealers & flotation companies

This Award will vest only if Schwab’s Compensation Committee certifies that as of the applicable Vesting Date, Schwab has satisfied the Performance Goal for the applicable Performance Period (or in connection with a Change in Control, as explained below) ending prior to such Vesting Date. The Performance Goal shall be established by the Compensation Committee not later than the 90th day of the applicable Performance Period (or, in the event that a Performance Period is expected to be less than 12 months, not later than the date when 25% of the Performance Period has elapsed.

Form of PULTE HOMES, INC. 2008-2010 Grant Acceptance Agreement Company Performance Measure
Term Incentive Award Agreement • May 20th, 2008 • Pulte Homes Inc/Mi/ • Operative builders

This Grant Acceptance Agreement shall be supplemented by an Appendix for each one-year performance period in the 2008-2010 performance cycle to reflect the Performance Measures established no later than 90 days after the commencement of such performance period.

Cell Therapeutics, Inc. Letterhead]
Term Incentive Award Agreement • February 16th, 2011 • Cell Therapeutics Inc • Pharmaceutical preparations
FARMERS NATIONAL BANC CORP. EQUITY LONG-TERM INCENTIVE AWARD AGREEMENT
Term Incentive Award Agreement • February 27th, 2015 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio

Farmers National Banc Corp. (the “Company”) hereby grants the undersigned Participant an Award pursuant to the Farmers National Banc Corp. 2012 Equity Incentive Plan (the “Equity LTI Plan”) and this Award Agreement (this “Award Agreement”) effective the day of , 201__ (“Grant Date”).

SABRE CORPORATION 2020 CASH LONG-TERM INCENTIVE AWARD AGREEMENT
Term Incentive Award Agreement • March 6th, 2020 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware

WHEREAS, the Company has adopted the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing the employees of the Company, who are largely responsible for the management, growth, and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company.

Form of PULTE HOMES, INC. Long-Term Incentive Award Agreement
Term Incentive Award Agreement • May 20th, 2008 • Pulte Homes Inc/Mi/ • Operative builders • Michigan

Pulte Homes, Inc., a Michigan corporation (the “Company”), hereby grants to (the “Participant”) as of , 20___, pursuant to the provisions of the Company’s Long-Term Incentive Program, as amended (the “Program”), a Long-Term Incentive Award (the “Award”), upon and subject to the restrictions, terms and conditions set forth in the Program and below. Capitalized terms not defined herein shall have the meanings specified in the Program or in the Pulte Homes, Inc. 2008 Senior Management Incentive Plan (the “Plan”).

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SCHNITZER STEEL INDUSTRIES, INC. LONG-TERM INCENTIVE AWARD AGREEMENT
-Term Incentive Award Agreement • January 7th, 2016 • Schnitzer Steel Industries Inc • Wholesale-misc durable goods • Oregon

On November 9, 2015, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Schnitzer Steel Industries, Inc. (the “Company”) authorized and granted a performance-based award to __________________ (“Recipient”) pursuant to Section 10 of the Company’s 1993 Stock Incentive Plan (the “Plan”). Compensation paid pursuant to the award is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). By accepting this award, Recipient agrees to all of the terms and conditions of this Agreement.

SUPERMEDIA INC. 2009 LONG-TERM INCENTIVE PLAN
Term Incentive Award Agreement • March 18th, 2010 • Supermedia Inc. • Miscellaneous publishing • Texas

This Award Agreement (this “Agreement”) made as of the 12th day of March, 2010, by and between SUPERMEDIA INC. (the “Company”) and SCOTT W. KLEIN (the “Participant”).

FORM OF LONG-TERM INCENTIVE AWARD AGREEMENT UNDER THE 1993 STOCK INCENTIVE PLAN
Term Incentive Award Agreement • January 8th, 2010 • Schnitzer Steel Industries Inc • Wholesale-misc durable goods • Oregon

NOTE: The following form of Long-Term Incentive Award Agreement is the form used for awards to corporate-level employees. In the Long-Term Incentive Award Agreements for employees who work exclusively for the Company’s Metals Recycling Business or Auto Parts Business, the ROCE Payout Factor in Section 2.3 is based 100% on the MRB/APB ROCE Payout Factor, all references to the SMB ROCE Payout Factor are omitted, and various conforming language changes are made. In the Long-Term Incentive Award Agreements for employees who work exclusively for the Company’s Steel Manufacturing Business, the ROCE Payout Factor in Section 2.3 is based 100% on the SMB ROCE Payout Factor, all references to the MRB/APB ROCE Payout Factor are omitted and various conforming language changes are made.

LONG-TERM INCENTIVE AWARD AGREEMENT
Term Incentive Award Agreement • April 2nd, 2018 • GameStop Corp. • Retail-computer & computer software stores • Delaware

THIS LONG-TERM INCENTIVE AWARD AGREEMENT (“Agreement”), effective as of ____________ (the “Effective Date”), represents the grant of restricted shares of Class A common stock, par value $.001 per share (“Restricted Shares”), of GameStop Corp. (the “Company”) [and a long-term incentive cash award] to «First_Name» «Last_Name» (the “Participant”), subject to the terms and conditions set forth below and the provisions of the GameStop Corp. Amended and Restated 2011 Incentive Plan.

STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT ( Performance Period)
Term Incentive Award Agreement • February 26th, 2015 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

Pursuant to Section 8 of the 2002 Stock Incentive Plan, as amended (the “Plan”), of StanCorp Financial Group, Inc., an Oregon corporation (the “Company”), and effective as of , the Organization and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) has approved, and the Company hereby grants, a performance-based award to (the “Employee”) on the terms and conditions of this Long-Term Incentive Award Agreement (this “Agreement”). Compensation paid pursuant to the award is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). By accepting this award through the on-line system used by the Company to administer the Plan, the Employee agrees to all of the terms and conditions of this Agreement. The Company and the Employee agree as follows:

FORM OF 2014 CASH-BASED LONG-TERM INCENTIVE AWARD AGREEMENT
Term Incentive Award Agreement • November 10th, 2014 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers

THIS AGREEMENT (the “Agreement”) is between MOMENTIVE SPECIALTY CHEMICALS INC., a New Jersey corporation (the “Company”), and the Participant set forth on the signature page to this Agreement (the “Participant”).

FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT [beginning in 2011] (20 Performance Period)
Term Incentive Award Agreement • February 27th, 2009 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and (the “Employee”).

STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT ( Performance Period)
-Term Incentive Award Agreement • February 26th, 2014 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and (the “Employee”).

MAINE & MARITIMES CORPORATION SHORT TERM INCENTIVE AWARD AGREEMENT
Term Incentive Award Agreement • January 14th, 2010 • Maine & Maritimes Corp • Electric services • Maine

This Short Term Incentive Award Agreement incorporates by reference the 2010 Executive Compensation Plan, and the 2008 Stock Plan (the “Plans”). It sets forth certain specific terms and conditions governing performance awards under the 2010 Executive Compensation Plan. If performance targets are met, the Executive will receive 75% of the award in cash, and 25% of the award in shares of MAM stock pursuant the 2008 Stock Plan.

LENNOX INTERNATIONAL INC. 2007 Long-Term Incentive Award Agreement Non-Employee Directors
Term Incentive Award Agreement • February 28th, 2008 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

THIS AGREEMENT (“Agreement”) is made as of the December 7, 2007 (the “Award Date”), by and between Lennox International Inc., a Delaware corporation (the “Company”), and «First» «Last» (“Participant”).

STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT (20 Performance Period)
Term Incentive Award Agreement • December 14th, 2006 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of , 20 between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and (the “Employee”).

LONG-TERM INCENTIVE AWARD AGREEMENT pursuant to the BOWNE & CO., INC. AMENDED AND RESTATED 1999 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 31, 2008
Term Incentive Award Agreement • March 16th, 2009 • Bowne & Co Inc • Commercial printing • New York

This Long-Term Incentive Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between Bowne & Co., Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth above (“Participant”), whose address is in care of Bowne & Co., Inc., pursuant to the Company’s 1999 Incentive Compensation Plan as Amended and Restated December 31, 2008 (the “Plan”). The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless 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). Participant hereby acknowledges receipt of a true copy of the Plan, which Participant has read the Plan carefully and fully understands its content,

FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT ( Performance Period)
Term Incentive Award Agreement • February 25th, 2010 • Stancorp Financial Group Inc • Accident & health insurance • Oregon

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and (the “Employee”).

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