Omnibus Incentive Plan Sample Contracts

ITT INC. RESTRICTED STOCK UNIT AGREEMENT
Omnibus Incentive Plan • May 3rd, 2022 • ITT Inc. • Pumps & pumping equipment • New York

WHEREAS, the Grantee is now employed by the Company or an Affiliate (as defined in the Company’s 2011 Omnibus Incentive Plan (the “Plan”)) as an employee, and in recognition of the Grantee’s valued services, the Company, through the Compensation and Human Capital Committee of its Board of Directors (the “Committee”), desires to provide an inducement to remain in service of the Company and as an incentive for increased efforts during such service pursuant to the provisions of the Plan.

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PERFORMANCE UNIT AWARD AGREEMENT
Omnibus Incentive Plan • May 3rd, 2022 • ITT Inc. • Pumps & pumping equipment • New York

WHEREAS, the Participant is now employed by the Company or an Affiliate (as defined in the Company’s 2011 Omnibus Incentive Plan (the “Plan”)) as an employee, and in recognition of the Participant’s valued services, the Company, through the Compensation and Human Capital Committee of its Board of Directors (the “Committee”), desires to provide an inducement to remain in service of the Company and as an incentive for increased efforts during such service pursuant to the provisions of the Plan.

AWARD NOTICE AND RESTRICTED STOCK UNIT AGREEMENT (2018 Annual LTIP Award Agreement) INVITATION HOMES INC.
Omnibus Incentive Plan • May 15th, 2018 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • Maryland

The Participant has been granted Restricted Stock Units (“RSUs”) with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement entered into by and between the Participant and the Company to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan, as applicable.

WINNEBAGO INDUSTRIES, INC. Performance Stock Unit Agreement
Omnibus Incentive Plan • December 20th, 2023 • Winnebago Industries Inc • Motor homes • Iowa

Winnebago Industries, Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages, the attached Exhibit 1 and any Exhibit subsequently provided for the second or third Sub-Performance Period (together with Exhibit 1, the “Exhibits”), and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

XYLEM [YEAR] PERFORMANCE SHARE UNIT AGREEMENT
Omnibus Incentive Plan • May 4th, 2021 • Xylem Inc. • Pumps & pumping equipment • New York

This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:

PINNACLE FOODS INC. NONQUALIFIED STOCK OPTION AGREEMENT
Omnibus Incentive Plan • May 14th, 2014 • Pinnacle Foods Inc. • Food and kindred products • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Pinnacle Foods Inc., a Delaware corporation or any successor thereto (the “Company”) and the participant identified on the signature page attached hereto (the “Participant”).

ZIONS BANCORPORATION STANDARD DIRECTORS STOCK AWARD AGREEMENT
Omnibus Incentive Plan • February 25th, 2021 • Zions Bancorporation, National Association /Ut/ • National commercial banks • Utah

This Directors Stock Award Agreement (this “Agreement”) is made and entered into as of the [date] (the “Grant Date”) by and between Zions Bancorporation, a Utah corporation (the “Company”), and [name] (the “Grantee”) pursuant to the Company’s 2015 Omnibus Incentive Plan (the “Plan”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

CHC GROUP LTD. NONQUALIFIED STOCK OPTION AGREEMENT (LTI Conversion – Time Vesting)
Omnibus Incentive Plan • December 19th, 2013 • CHC Group Ltd. • Air transportation, nonscheduled • New York

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between CHC Group Ltd., an exempted company with limited liability under the laws of the Cayman Islands, or any successor thereto with registered number 213521 (the “Company”), and the participant identified on the Signature Page (the “Participant”).

VECTRUS, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Omnibus Incentive Plan • November 4th, 2015 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the [Effective_Date], by and between Vectrus, Inc. (the “Company”) and [Grantee_Name] (the “Optionee”), WITNESSETH:

FORM RESTRICTED SHARE UNIT AWARD AGREEMENT (Senior Management)
Omnibus Incentive Plan • February 6th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), the recipient’s employing subsidiary and the recipient of the grant (the “Executive”):

ZIONS BANCORPORATION STANDARD RESTRICTED STOCK UNIT AWARD AGREEMENT
Omnibus Incentive Plan • February 25th, 2021 • Zions Bancorporation, National Association /Ut/ • National commercial banks • Utah

This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of [date] (the “Grant Date”) by and between Zions Bancorporation, a Utah corporation (the “Company”), and [name] (the “Grantee”) pursuant to the Company’s 2015 Omnibus Incentive Plan (the “Plan”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

XYLEM [YEAR] RESTRICTED STOCK UNIT AGREEMENT
Omnibus Incentive Plan • May 4th, 2021 • Xylem Inc. • Pumps & pumping equipment • New York

This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and [Participant Name] (the “Participant”) is effective as of [Grant Date]. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:

ADVANCED ENERGY INDUSTRIES, INC.
Omnibus Incentive Plan • May 10th, 2013 • Advanced Energy Industries Inc • Electronic components, nec

Advanced Energy Industries, a Delaware corporation (the “Company”), hereby grants Incentive Stock Options (or ISOs) and/or Non-Qualified Stock Options (or NQs) to purchase shares of its common stock, $0.001 par value, (the “Stock”) to you in the amounts outlined in the attached Notice of Grant of Performance Stock Options and Award of Performance Stock Units (the “Notice of Grant”). Additional terms and conditions of the grant are set forth in this Agreement, the 2012–2014 Long-Term Incentive Plan (“LTI Plan”) and in the Company’s 2008 Omnibus Incentive Plan (the “2008 Plan”), as amended.

ZIONS BANCORPORATION STANDARD STOCK OPTION AWARD AGREEMENT
Omnibus Incentive Plan • February 25th, 2021 • Zions Bancorporation, National Association /Ut/ • National commercial banks • Utah

This Stock Option Award Agreement (this “Agreement”) is made and entered into as of the [date] (the “Grant Date”) by and between Zions Bancorporation, a Utah corporation (the “Company”), and [name] (the “Grantee”) pursuant to the Company’s 2015 Omnibus Incentive Plan (the “Plan”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

CUMMINS INC.
Omnibus Incentive Plan • February 10th, 2021 • Cummins Inc • Engines & turbines

You have been granted an option (this “Option”) to purchase shares of the common stock, par value $2.50 per share (the “Common Stock”), of Cummins Inc. (the “Company”) pursuant to the Company’s 2012 Omnibus Incentive Plan (the “Plan”) and this Stock Option Award Agreement (this “Option Agreement”). This Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Capitalized terms used but not defined in this Option Agreement shall have the meaning set forth in the Plan.

STEIN MART, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (NON-EMPLOYEE DIRECTOR)
Omnibus Incentive Plan • May 4th, 2018 • Stein Mart Inc • Retail-family clothing stores • Florida

This document (the “Award Agreement”) is made and entered into as of the date set forth on the signature page hereof (the “Grant Date”) by and between STEIN MART, INC., a Florida corporation (“Company”), and the Non-Employee Director whose signature is set forth on the signature page hereof (the “Participant”). This Award Agreement is subject to the Stein Mart, Inc. 2018 Omnibus Incentive Plan, effective January 1, 2018 (the “Plan”), the terms of which, to the extent not stated herein, are specifically incorporated by reference in this Award Agreement.

REDWIRE CORPORATION 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (EMPLOYEE)
Omnibus Incentive Plan • April 11th, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware

THIS AGREEMENT (the “Agreement”) is effective as of the Grant Date, by and between Redwire Corporation, a Delaware corporation (the “Company”), and Grantee.

VECTRUS, INC. RESTRICTED STOCK UNIT AGREEMENT
Omnibus Incentive Plan • November 10th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the «Effective_Date», by and between Vectrus, Inc. (the “Company”) and «Grantee_Name» (the “Grantee”), WITNESSETH:

AWARD NOTICE AND RESTRICTED STOCK UNIT AGREEMENT (2018 Supplemental Bonus Award Agreement) INVITATION HOMES INC.
Omnibus Incentive Plan • May 15th, 2018 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • Maryland

This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Invitation Homes Inc., a Maryland corporation (the “Company”), and the Participant (as defined below).

SYSCO CORPORATION
Omnibus Incentive Plan • January 31st, 2024 • Sysco Corp • Wholesale-groceries & related products

This Restricted Stock Award Agreement (“Agreement”) was made and entered into as of November 17, 2023 (“Date of Grant”), by and between Sysco Corporation, a Delaware corporation (hereinafter “Sysco”), and ____________, a director of Sysco (hereinafter “Director”).

Amended and Restatd Trulieve Cannabis Corp. 2021 OMNIBUS Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Omnibus Incentive Plan • August 9th, 2023 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Delaware

This Option is subject to all of the terms and conditions as set forth in the Nonqualified Stock Option Award Agreement (the “Agreement”) and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

LENDER PROCESSING SERVICES, INC. 2008 OMNIBUS INCENTIVE PLAN
Omnibus Incentive Plan • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida
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XCEL ENERGY INC. AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN AWARD AGREEMENT – [YEAR] Grant
Omnibus Incentive Plan • February 21st, 2024 • Xcel Energy Inc • Electric & other services combined

Xcel Energy Inc., a Minnesota corporation (the “Company” and collectively with its affiliates and subsidiaries, “Xcel Energy”), pursuant to its Amended and Restated 2015 Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby grants to you, the Participant named below, an Award of Restricted Stock Units and/or an Award of Performance Share Units as set forth below. The terms and conditions of such Award(s) are set forth in the Plan, a copy of which has been provided to you, this Award Agreement and any exhibits hereto. To the extent any capitalized term used in this Award Agreement is not defined, it will have the same meaning as given to it in the Plan (as it currently exists or as it may be amended in the future).

COLFAX CORPORATION
Omnibus Incentive Plan • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment

Colfax Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2008 Omnibus Incentive Plan (the “Plan”).

BRIGGS & STRATTON CORPORATION
Omnibus Incentive Plan • November 6th, 2018 • Briggs & Stratton Corp • Engines & turbines

BRIGGS & STRATTON CORPORATION (the “Company”), a Wisconsin corporation, hereby awards to the above-named employee (the “Participant”) under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan (as the same may be amended from time to time, the “Plan”) the number of Performance Units set forth above, all in accordance with and subject to the attached Performance Unit Terms and Conditions.

VECTRUS, INC. TSR AWARD AGREEMENT
Omnibus Incentive Plan • March 5th, 2015 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the day of , 20XX, by and between Vectrus, Inc. (the “Company”) and name (the “Participant” or “Executive”), WITNESSETH:

COLFAX CORPORATION
Omnibus Incentive Plan • May 1st, 2008 • Colfax CORP • Pumps & pumping equipment

Colfax Corporation, a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.001 par value (the “Stock”), to the individual named below as the Grantee. The terms and conditions of the grant are set forth in this cover sheet and the attachment (collectively, the “Agreement”) and in the Colfax Corporation 2008 Omnibus Incentive Plan (the “Plan”).

FY 2016 RESTRICTED STOCK UNIT AWARD AGREEMENT (United States)
Omnibus Incentive Plan • July 25th, 2016 • Darden Restaurants Inc • Retail-eating places • Florida

This Restricted Stock Unit Award Agreement (the “Agreement”) is between Darden Restaurants, Inc., a Florida corporation (the “Company” or “Corporation”), and you, a person notified by the Company, and identified in the Company’s records, as the recipient of an Award of Restricted Stock Units during the Company’s fiscal year 2016. This Agreement is effective as of the Grant Date communicated to you and set forth in the Company’s records.

NXP SEMICONDUCTORS N.V. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Omnibus Incentive Plan • October 29th, 2019 • NXP Semiconductors N.V. • Semiconductors & related devices

This Restricted Stock Unit Award Agreement (this “RSU Agreement”) is made effective as of the date indicated in the grant summary in the Company’s equity recordkeeping system (the “Date of Grant”), by and between NXP Semiconductors N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”), and the recipient of the grant who serves on the Board of Directors of the Company (the “Director”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the NXP Semiconductors N.V. 2019 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

CUMMINS INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Omnibus Incentive Plan • February 12th, 2024 • Cummins Inc • Engines & turbines • Indiana

This Agreement (this “Agreement”) is made as of ____________, 20__ (the “Effective Date”), between Cummins Inc., an Indiana corporation (the “Company”), and the employee named in the accompanying award letter (the “Employee”).

AWARD AGREEMENT TERMS AND CONDITIONS
Omnibus Incentive Plan • February 22nd, 2019 • Xcel Energy Inc • Electric & other services combined

These Award Agreement Terms and Conditions (“Terms and Conditions”) comprise part of an Award Agreement evidencing an Award of Restricted Stock Units and/or an Award of Performance Share Units (collectively, “Units”) granted under the Xcel Energy Inc. 2015 Omnibus Incentive Plan (the “Plan”).

PAETEC HOLDING CORP.
Omnibus Incentive Plan • July 6th, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone)

PAETEC Holding Corp., a Delaware corporation (the “Company”), hereby grants stock units for shares of the common stock, par value $.01 per share, of the Company (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth in the attached term sheet. Additional terms and conditions of the Award are set forth in this cover sheet, in the attached term sheet (together with this cover sheet and any schedules attached hereto, the “Agreement”) and in the PAETEC Holding Corp. 2011 Omnibus Incentive Plan (the “Plan”).

REDWIRE CORPORATION 2021 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Omnibus Incentive Plan • April 11th, 2022 • Redwire Corp • Guided missiles & space vehicles & parts • Delaware

THIS AGREEMENT (the “Agreement”) is effective as of the Grant Date, by and between Redwire Corporation, a Delaware corporation (the “Company”), and Grantee.

CARBO CERAMICS INC. PERFORMANCE-BASED CASH AWARD AGREEMENT
Omnibus Incentive Plan • April 30th, 2015 • Carbo Ceramics Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

This AGREEMENT between CARBO Ceramics Inc. (together with its Subsidiaries, the “Company”) and [ ] (the “Participant”) sets forth the terms and conditions governing the Award (as defined below) granted pursuant to the 2014 CARBO Ceramics Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Plan.

FREESCALE SEMICONDUCTOR, LTD. MAKE WHOLE RESTRICTED CASH AWARD AGREEMENT
Omnibus Incentive Plan • May 13th, 2014 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”) and Daniel Durn (the “Executive”), is made effective as July 5, 2014 (the “Date of Grant”):

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