Award of Performance Share Units. The Corporation hereby confirms an Award to the Participant on Award Date of <PSUs> Performance Share Units (PSUs). The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation upon the Corporation’s achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for the following Performance Criteria equally weighted between (a) and (b):
Award of Performance Share Units. The Corporation hereby confirms an Award to the Participant on Award Date of [PSUs] Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be distributed in whole shares of Common Stock of the Corporation, with any fraction of a whole share of Common Stock paid to the Participant in cash. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, continue as if the Participant's employment had continued through the end of the Performance Cycle. Notwithstanding the foregoing, if the Participant Engages in Competing Employment (as defined in the Plan) following Retirement or Disability before the end of the Performance Cycle, then Participant shall immediately forfeit all rights with respect to any Performance Shares that...
Award of Performance Share Units. Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference and subject to the other provisions of this award, the Employee is hereby awarded 27,723 performance share units (“Performance Share Units”), which constitute the right to receive, without payment, (i) up to 55,446 shares of common stock of the Company upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment, additional shares of common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the common stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of (ii), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(f) below) shall be payable in cash in lieu of such fractional share. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this award.” The Performance Share Award is granted on February 21, 2014 (the “Date of Grant”).
Award of Performance Share Units. The Employee is hereby awarded 6,500 Performance Share Units (“Performance Share Units”), which constitute the right to receive, without payment, (i) Common Shares of the Company upon the satisfaction of certain performance criteria as described in Section 3 (b) hereof (the “Unit Award”), and (ii) additional Common Shares on the same basis as the Unit Award, equal in value to the dividends, if any, which would have been paid with respect to the Common Shares actually delivered in respect of the Unit Award as provided in Section 3 (b) (ii) hereof (the “Unit Delivered Shares”) had such Unit Delivered Shares been issued to the Employee on January 24, 2008 (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and this Agreement. The Performance Share Units are collectively referred to herein as the “Performance Share Award.” The Performance Share Award is granted on January 24, 2008 (the “Date of Grant”). Capitalized terms used herein and not defined shall have the meanings set forth in the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control.
Award of Performance Share Units. The Corporation hereby grants to the Participant effective as of February 26, 2015, an award of 79,782 Performance Share Units. If vested, each Performance Share Unit will be payable in one share of Common Stock of the Corporation.
Award of Performance Share Units. Subject to the terms and conditions of the Plan, the Committee or the Board has awarded to the Participant as of <<GRANT DATE>> (“Award Date”) a certain number of Performance Share Units (the “Performance Share Units”) which the Participant will have an opportunity to earn over the Performance Period (as defined below) if certain performance goals are met in accordance with Section 4, and certain vesting requirements are met in accordance with Section 5, subject to the terms, conditions and restrictions set forth in this Agreement. Each Performance Share Unit represents the right to receive one share of Common Stock upon satisfaction of the performance, vesting and other conditions set forth in this Agreement.
Award of Performance Share Units. This Agreement evidences the award by the Company to Participant of a combined standard “target” amount of __________ Performance Share Units, subject to the terms and conditions herein, as well as all applicable terms and conditions contained in the Plan, which are hereby incorporated by reference. Each such Performance Share Unit represents the right to receive, upon the vesting (as described herein) of the Performance Share Unit, one share of Stock. As described in Sections 2(a) and (b) below, the standard __________ Performance Share Units subject to this Agreement may vest and be payable at 50% upon achievement of each of the respective target performance ranges, or may vest and be payable at up to 100%, or less than 50% (or not at all), depending on the applicable performance ranges achieved. Furthermore, as described in Section 3(c) below, this Agreement provides for an potential additional bonus “kicker” amount of Performance Share Units, equal to 50% of the standard Performance Share Unit Award, that may vest and be payable at 50% of the standard Performance Share Unit Award upon achievement of the applicable target performance range, or may vest and be payable at up to 100%, or less than 50% (or not at all), depending on the applicable performance range achieved. The Performance Share Units hereunder will receive Dividend Equivalents with respect to the number of shares of Stock covered thereby, which will be accrued in cash at target levels (and trued up as appropriate, as determined by the Committee, generally following the 3 fiscal year vesting cycle described in Section 3 below). Dividend Equivalents accrued with respect to Performance Share Units earned shall be paid out at the same time that the Performance Share Units to which they relate vest and are paid out pursuant to the terms of Sections 3 and 4 below. (To the extent that Performance Share Units are not earned, not vested, or forfeited, no Dividend Equivalents will be payable with respect to such Performance Share Units.) Prior to the actual payment with respect to any Performance Share Unit (and applicable Dividend Equivalents), such Performance Share Unit (and applicable Dividend Equivalents) will represent an unfunded, unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Participant shall have no voting rights in the Company by virtue of holding the Performance Share Units awarded. If any term or condition set forth in this Agreemen...
Award of Performance Share Units. (a) Pursuant to and subject to the terms of the Plan, the Company hereby awards to Participant the number of Performance Share Units reflected on the Award Notification as the Award. The Performance Share Units issued in the Award shall be paid out in shares of Common Stock in an amount determined under Section 2.
Award of Performance Share Units. The Company hereby grants to the Participant on the Grant Date an Award of [XXX] Performance Share Units, such number determined at the target level for each metric set forth in Appendix I. Each Performance Share Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant one Share, multiplied by the Performance Multiplier (as defined in Appendix I), if applicable, or the Fair Market Value thereof, upon vesting in accordance with Section 3 and settlement in accordance with Section 4. The Company shall hold the Performance Share Units in book-entry form. The Participant shall have no direct or secured claim in any specific assets of the Company or the Shares that may become issuable to the Participant under Section 4, and shall have the status of a general unsecured creditor of the Company. For avoidance of doubt, references in this Agreement to “Performance Share Units” shall apply only to those Performance Share Units granted pursuant to this Agreement.
Award of Performance Share Units. The Company-hereby grants to the Executive an award of Performance Share Units listed above under the heading "Target Number of Performance Share Units" (the "Performance Share Units"), subject to the restrictions contained herein and the provisions of the Plan.
