Performance Share Unit Grant Agreement Sample Contracts

Contract
Performance Share Unit Grant Agreement • February 2nd, 2021 • M.D.C. Holdings, Inc. • Operative builders • Delaware

The Compensation Committee (the “Committee”) of M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), awards performance share units (“PSUs”) under the Company’s 2011 Equity Incentive Plan (the “Plan”) to the Employee named below. This Amended and Restated Performance Share Unit Grant Agreement (the “Agreement”) evidences the terms and conditions of the Company’s award and the PSUs constitute “qualified performance based compensation and other stock-based awards” under Sections 9 and 10 of the Plan. This Agreement was originally effective as of the Award Date set forth below, and, subject to Section 22 below, is now amended and restated in its entirety effective as of November __, 2020 (the “Restatement Date”).

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PERFORMANCE SHARE UNIT GRANT AGREEMENT UNDER THE EXECUTIVE LONG-TERM INCENTIVE PLAN, UNDER THE BUSINESS OFFICER EQUITY PROGRAM PURSUANT TO THE 2022 OMNIBUS STOCK PLAN AND LONG-TERM INCENTIVE PLAN
Performance Share Unit Grant Agreement • December 7th, 2023 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing

To recognize and reward your contribution toward the long-term success of John Wiley & Sons, Inc. (Wiley or Company), you have been granted this performance share unit award (Award) under the Executive Long-Term Incentive Plan or the Business Officer Equity Program (together herein defined as Program), pursuant to the Company’s 2022 Omnibus Stock Plan and Long-Term Incentive Plan (Plan). The Award represents the right to receive shares of the Company’s Class A Common Stock (Shares) that are subject to achievement of the performance criteria and of the vesting conditions set forth in this agreement (Agreement).

Contract
Performance Share Unit Grant Agreement • August 25th, 2023 • M.D.C. Holdings, Inc. • Operative builders • Delaware

The Compensation Committee (the “Committee”) of M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), awards performance share units (“PSUs”) under the Company’s 2021 Equity Incentive Plan (the “Plan”) to the Employee named below. This Performance Share Unit Grant Agreement (the “Agreement”) evidences the terms and conditions of the Company’s award and the PSUs constitute “performance based compensation and other stock-based awards” under Sections 9 and 10 of the Plan. This Agreement is effective as of the Award Date.

Form of Arthur J. Gallagher & Co. Performance SHARE Unit GRANT Agreement
Performance Share Unit Grant Agreement • February 10th, 2023 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • Delaware

Earned Performance Share Units The number of Earned Performance Share Units subject to this Performance Share Unit Award shall be based on achievement of the Performance Measures during the Performance Period pursuant to Section 4 of this Agreement.

PERFORMANCE SHARE UNIT GRANT AGREEMENT UNDER THE SOUTHWEST GAS HOLDINGS, INC. OMNIBUS INCENTIVE PLAN
Performance Share Unit Grant Agreement • April 4th, 2023 • Southwest Gas Corp • Natural gas transmisison & distribution

This Performance Share Unit Grant Agreement (“Grant Agreement”) is dated as of February ___, 2023, by and between Southwest Gas Holdings, Inc., a Delaware corporation (the "Company"), and ________ ("Grantee"), pursuant to the Company's Omnibus Incentive Plan (the "Plan"). Capitalized terms that are used, but not defined, in this Grant Agreement shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Grant Agreement.

PERFORMANCE SHARE UNIT GRANT AGREEMENT UNDER THE SOUTHWEST GAS HOLDINGS, INC. OMNIBUS INCENTIVE PLAN
Performance Share Unit Grant Agreement • April 4th, 2023 • Southwest Gas Corp • Natural gas transmisison & distribution

, 2023, by and between Centuri Group, Inc. (“Centuri”), Southwest Gas Holdings, Inc. (the "Company"), and ("Grantee"), pursuant to the Company's Omnibus Incentive Plan (the "Plan"). Capitalized terms that are used, but not defined, in this Grant Agreement, including Appendix A of this Grant Agreement, shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Grant Agreement.

VIRTUS INVESTMENT PARTNERS, INC. PERFORMANCE SHARE UNIT GRANT AGREEMENT
Performance Share Unit Grant Agreement • May 9th, 2023 • Virtus Investment Partners, Inc. • Investment advice • Connecticut

This Agreement describes in detail your rights with respect to the Performance Share Units granted to you, and Restricted Stock Units that may be granted to you, hereby and constitutes a legal agreement between you and the Company. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan.

Targa Resources Corp. 2010 Stock Incentive Plan Performance Share Unit Grant Agreement
Performance Share Unit Grant Agreement • February 20th, 2020 • Targa Resources Corp. • Natural gas transmission • Delaware
Contract
Performance Share Unit Grant Agreement • August 8th, 2019 • MDC Holdings Inc • Operative builders • Delaware

The Compensation Committee (the “Committee”) of M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), awards performance share units (“PSUs”) under the Company’s 2011 Equity Incentive Plan (the “Plan”) to the Employee named below. This Performance Share Unit Grant Agreement (the “Agreement”) evidences the terms and conditions of the Company’s award and the PSUs constitute “qualified performance based compensation and other stock-based awards” under Sections 9 and 10 of the Plan.

ARTHUR J. GALLAGHER & CO. FORM OF PERFORMANCE SHARE UNIT GRANT AGREEMENT
Performance Share Unit Grant Agreement • April 24th, 2014 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Delaware

This Performance Share Unit Grant Agreement (this “Agreement”), effective as of the Grant Date shown above, between Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), and the Participant named above, sets forth the terms and conditions of a grant of a performance unit award (this “Performance Share Unit Award”) under the Arthur J. Gallagher & Co. 2011 Long-Term Incentive Plan (the “Plan”). This Performance Share Unit Award is subject to all of the terms and conditions set forth in the Plan and this Agreement. In the event of any conflict, the Plan will control over this Agreement. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

PERFORMANCE SHARE UNIT GRANT AGREEMENT (Special Long Term PSU Award) June 6, 2011
Performance Share Unit Grant Agreement • August 29th, 2011 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware

Solera Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s 2008 Omnibus Equity Incentive Plan (the “Plan”), the Company’s Compensation Committee has approved the issuance of performance share units, to you as set forth below (each “PSU” and collectively, the “PSUs”). This award of PSUs is intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, and, accordingly is a Performance Award subject to Sections 9 and 10 of the Plan.

PERFORMANCE SHARE UNIT GRANT AGREEMENT (Special Long Term PSU Award) September [ ], 20[ ]
Performance Share Unit Grant Agreement • September 21st, 2011 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware

Solera Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s 2008 Omnibus Equity Incentive Plan (the “Plan”), the Company’s Compensation Committee has approved the issuance of performance share units, to you as set forth below (each “PSU” and collectively, the “PSUs”). This award of PSUs is intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, and, accordingly is a Performance Award subject to Sections 9 and 10 of the Plan.

Form of Arthur J. Gallagher & Co. Performance SHARE Unit GRANT Agreement
Performance Share Unit Grant Agreement • February 9th, 2024 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • Delaware

Earned Performance Share Units The number of Earned Performance Share Units subject to this Performance Share Unit Award shall be based on achievement of the Performance Measures during the Performance Period pursuant to Section 4 of this Agreement.

CONSOLIDATED 2012 STOCK GRANT AGREEMENT
Performance Share Unit Grant Agreement • July 30th, 2012 • Huntington Bancshares Inc/Md • National commercial banks • Ohio

This option has been granted from the Huntington Bancshares Incorporated 2012 Long-Term Incentive Plan (“the Plan”), effective as of May 1, 2012, and, except as otherwise provided herein, will vest in equal increments on each May 1 of the years 2013 through 2015 provided, however, that the number of Incentive Stock Option Shares that vest and the number of Non-Qualified Stock Option Shares that vest may vary due to Internal Revenue Code limits on the number of Incentive Stock Option shares that may vest in any one year. In the event that the employment of the Employee is terminated for reasons other than death, Disability, or Retirement before the third anniversary of the Date of Grant (May 1, 2015), this Incentive Stock Option shall vest and be exercisable in accordance with Section 6.6 of the Plan. This generally means that the rights under each Incentive Stock Option shall be forfeited and any vested Incentive Stock Option shall terminate upon the earlier of (1) the expiration of su

Employee Name: Target Number of Performance Share Units Subject to Grant: Date of Award: Closing Price on Date of Grant:
Performance Share Unit Grant Agreement • August 4th, 2015 • Huntington Bancshares Inc/Md • National commercial banks • Ohio

THIS PERFORMANCE SHARE UNIT GRANT AGREEMENT (this “Agreement”) is made as of the date in the box above labeled “Date of Grant” by Huntington Bancshares Incorporated, a Maryland corporation and its subsidiaries (the “Company”), and is hereby communicated to the employee named in the box above (the “Employee”). Undefined capitalized terms used in this Agreement shall have the meanings set forth in the Company’s 2015 Long-Term Incentive Plan as may be amended from time to time (the “Plan”).

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