Non-Employee Director Restricted Stock Unit Award Agreement Sample Contracts

Kemper Corporation 2023 Omnibus Plan NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • February 7th, 2024 • KEMPER Corp • Fire, marine & casualty insurance • Delaware

This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of this ______ day of _________________, 20__ (“Grant Date”) between KEMPER CORPORATION, a Delaware corporation (“Company”), and «name» (“Participant”) for an Award of restricted stock units (“RSUs”), each representing the right to receive one share of the Company’s common stock (“Common Stock”) on the terms and conditions set forth in this Agreement.

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TRI POINTE HOMES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • April 22nd, 2021 • Tri Pointe Homes, Inc. • Operative builders • Delaware

Tri Pointe Homes, Inc., a Delaware corporation (the “Company”), hereby grants to [NAME] (the “Holder”) as of [DATE] (the “Grant Date”), pursuant to the terms and conditions of the Tri Pointe Homes, Inc. Amended and Restated 2013 Long-Term Incentive Plan, as amended (the “Plan”), a restricted stock unit award (the “Award”) with respect to [###] shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).

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EX-10.2 4 d765342dex102.htm EX-10.2 NAVIGANT CONSULTING, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • May 5th, 2020 • Delaware

Navigant Consulting, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of [ ] (the “Grant Date”), pursuant to the terms and conditions of the Navigant Consulting, Inc. 2012 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ ] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).

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JOS. A. BANK CLOTHIERS, INC. 2010 EQUITY INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT INAUGURAL AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • June 18th, 2010 • Bank Jos a Clothiers Inc /De/ • Retail-apparel & accessory stores • Delaware

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT INAUGURAL AWARD AGREEMENT (this “Award Agreement”) is made this day of , 20_____, by and between Jos. A. Bank Clothiers, Inc. (the “Company”) and (“you” or “the Participant”).

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Form of Updated August 2011 Non-Employee Director Restricted Stock Unit Award Agreement INTERNATIONAL RECTIFIER CORPORATION NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • August 22nd, 2011 • International Rectifier Corp /De/ • Semiconductors & related devices

Participant Name: _______ Number of Stock Units: _____________ (1) Vesting Schedule: 100% of the Stock Units subject to the Award will vest on the first anniversary of Award Date(1) Award Date: _________

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JOY GLOBAL INC. 2003 Stock Incentive Plan Non-Employee Director Restricted Stock Unit Award Agreement
Non-Employee Director Restricted Stock Unit Award Agreement • June 1st, 2004 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip)

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of May 8, 2003, is between Joy Global Inc., a Delaware corporation (the “Company”) and __________ (the “Grantee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Grantee agree as follows:

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CDW Corporation
Non-Employee Director Restricted Stock Unit Award Agreement • February 24th, 2023 • CDW Corp • Retail-catalog & mail-order houses • Delaware

CDW Corporation, a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the CDW Corporation 2021 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

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CABOT OIL & GAS CORPORATION NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • July 25th, 2014 • Cabot Oil & Gas Corp • Crude petroleum & natural gas • Delaware

THIS AGREEMENT (“Agreement”), made as of [ grant date ] (the “Grant Date”), evidences an award by CABOT OIL & GAS CORPORATION, a Delaware corporation (the “Company”), to [ Participant Name ] (the “Grantee”), a non-employee director of the Company, pursuant to the Cabot Oil & Gas Corporation 2014 Incentive Plan (the “Plan”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan.

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NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the ALBANY INTERNATIONAL CORP. 2023 LONG TERM INCENTIVE PLAN
Non-Employee Director Restricted Stock Unit Award Agreement • February 29th, 2024 • Albany International Corp /De/ • Broadwoven fabric mills, man made fiber & silk • Delaware

THIS AWARD AGREEMENT, dated as of the Award Date specified above, is entered into by and between Albany International Corp., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Albany International Corp. 2023 Long Term Incentive Plan (the “Plan”).

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WASHINGTON PRIME GROUP INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • August 10th, 2020 • Washington Prime Group, L.P. • Real estate investment trusts • Ohio

This Restricted Stock Unit Award Agreement (“Agreement”) made as of <DATE> (the “Award Date”) among Washington Prime Group Inc., an Indiana corporation (the “Company”), its subsidiary, Washington Prime Group, L.P., an Indiana limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the individual listed as participant on the signature page hereto (the “Participant”).

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HCP, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • August 5th, 2014 • Hcp, Inc. • Real estate investment trusts • Maryland

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ ], 20 (the “Award Date”) by and between HCP, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Director”).

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HEALTHPEAK PROPERTIES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • April 28th, 2023 • Healthpeak Properties, Inc. • Real estate investment trusts • Maryland

This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is effective as of [●] (the “Award Date”) by and between Healthpeak Properties, Inc., a Maryland corporation (the “Company”), and [●] (the “Director”).

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FORM OF iHEARTMEDIA, INC. Non-Employee Director Restricted Stock Unit Award Agreement
Non-Employee Director Restricted Stock Unit Award Agreement • May 7th, 2019 • iHeartMedia, Inc. • Radio broadcasting stations

This Non-Employee Director Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of , 2019 (the “Effective Date”), evidences the grant of RSUs pursuant to the provisions of the 2019 Incentive Equity Plan (the “Plan”) of iHeartMedia, Inc. (the “Company”) to the individual whose name appears below (“Participant”), covering the specific number of shares of Common Stock (the “Shares”) set forth below and on the following terms and conditions. Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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iHEARTMEDIA, INC. Non-Employee Director Restricted Stock Unit Award Agreement
Non-Employee Director Restricted Stock Unit Award Agreement • June 5th, 2019 • iHeartMedia, Inc. • Radio broadcasting stations

This Non-Employee Director Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of , 2019 (the “Effective Date”), evidences the grant of RSUs pursuant to the provisions of the 2019 Incentive Equity Plan (the “Plan”) of iHeartMedia, Inc. (the “Company”) to the individual whose name appears below (“Participant”), covering the specific number of shares of Common Stock (the “Shares”) set forth below and on the following terms and conditions. Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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APOLLO GROUP, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • June 28th, 2007 • Apollo Group Inc • Services-educational services • Arizona
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MGP INGREDIENTS, INC. 2024 EQUITY INCENTIVE PLAN Non-Employee Director Restricted Stock Unit Award Agreement
Non-Employee Director Restricted Stock Unit Award Agreement • April 16th, 2025 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages

In accordance with and subject to the terms and restrictions set forth in the MGP Ingredients, Inc. 2024 Equity Incentive Plan (the “Plan”), and this Agreement, MGP Ingredients, Inc., a Kansas corporation (the “Company”), hereby grants to the Director named below (“Participant”) the number of Restricted Stock Units (“RSUs”) set forth below:

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NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • March 25th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware

This Non-Employee Director Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Signify Health, Inc. (the “Company”) and the non-employee director whose name appears below (the “Director”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Director under the Signify Health, Inc. 2021 Long-Term Incentive Plan (the “Plan”).

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RE: Non-Employee Director Restricted Stock Unit (RSU) Award Agreement
Non-Employee Director Restricted Stock Unit Award Agreement • May 11th, 2023 • LL Flooring Holdings, Inc. • Retail-lumber & other building materials dealers
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RIMAGE CORPORATION NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT WITH DEFERRAL ELECTION UNDER THE AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN
Non-Employee Director Restricted Stock Unit Award Agreement • March 12th, 2010 • Rimage Corp • Computer peripheral equipment, nec
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Contura Energy, Inc. FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • November 13th, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Delaware

This Non-Employee Director Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Contura Energy, Inc. (the “Company”) and the non-employee director whose name appears below (the “Director”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Director under the Contura Energy, Inc. 2018 Long-Term Incentive Plan (the “Plan”).

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iHEARTMEDIA, INC. Non-Employee Director Restricted Stock Unit Award Agreement
Non-Employee Director Restricted Stock Unit Award Agreement • May 17th, 2019 • iHeartMedia, Inc. • Radio broadcasting stations

This Non-Employee Director Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of , 2019 (the “Effective Date”), evidences the grant of RSUs pursuant to the provisions of the 2019 Incentive Equity Plan (the “Plan”) of iHeartMedia, Inc. (the “Company”) to the individual whose name appears below (“Participant”), covering the specific number of shares of Common Stock (the “Shares”) set forth below and on the following terms and conditions. Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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PROSIGHT GLOBAL, INC.
Non-Employee Director Restricted Stock Unit Award Agreement • July 16th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance

This Non-Employee Director Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based restricted stock units (“RSUs”) by ProSight Global, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the ProSight Global, Inc. 2019 Equity Incentive Plan (as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.

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RE:Non-Employee Director Restricted Stock Unit (RSU) Award Agreement
Non-Employee Director Restricted Stock Unit Award Agreement • August 3rd, 2022 • LL Flooring Holdings, Inc. • Retail-lumber & other building materials dealers
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BROADWIND ENERGY, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • May 9th, 2012 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Delaware

Broadwind Energy, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of , (the “Grant Date”), pursuant to the terms and conditions of the Broadwind Energy, Inc. 2012 Equity Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ ] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).

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Non-employee Director Restricted Stock Unit Award Agreement Under the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan
Non-Employee Director Restricted Stock Unit Award Agreement • April 23rd, 2025 • Bloomin' Brands, Inc. • Retail-eating places

Bloomin’ Brands, Inc. (the “Company”) hereby issues to the Participant, who is a non-employee Director, an award (the “Award”) of Restricted Stock Units (the “RSUs”). Each RSU represents an unfunded, unsecured promise of the Company to deliver to the Participant one Share, subject to the vesting and other restrictions, terms and conditions set forth in the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan (the “Plan”) and those set forth in this Agreement, including the Terms and Conditions of RSU Award attached hereto as Exhibit A (collectively, the “Agreement”). Any capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Plan.

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CABOT OIL & GAS CORPORATION NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • May 31st, 2005 • Cabot Oil & Gas Corp • Crude petroleum & natural gas • Delaware

THIS AGREEMENT (“Agreement”), made as of May 24, 2005 (the “Grant Date”), evidences an award by CABOT OIL & GAS CORPORATION, a Delaware corporation (the “Company”), to (the “Grantee”), a nonemployee director of the Company, pursuant to the Cabot Oil & Gas Corporation 2004 Incentive Plan (the ”Plan”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan.

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iHEARTMEDIA, INC. Non-Employee Director Restricted Stock Unit Award Agreement
Non-Employee Director Restricted Stock Unit Award Agreement • June 5th, 2019 • iHeartMedia, Inc. • Radio broadcasting stations

This Non-Employee Director Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of [ ], 2019 (the “Effective Date”), evidences the grant of RSUs pursuant to the provisions of the 2019 Incentive Equity Plan (the “Plan”) of iHeartMedia, Inc. (the “Company”) to the individual whose name appears below (“Participant”), covering the specific number of shares of Class A Common Stock (the “Shares”) set forth below and on the following terms and conditions. Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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COTERRA ENERGY INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • May 5th, 2023 • Coterra Energy Inc. • Crude petroleum & natural gas • Delaware

THIS AGREEMENT (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Grantee”), a non-employee director of the Company, pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Plan.

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INTERNATIONAL RECTIFIER CORPORATION NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • May 4th, 2012 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

Participant Name:_______________________ Number of Stock Units: _____________ (1) Vesting Schedule: 100% of the Stock Units subject to the Award will vest on the first anniversary of Award Date(1) Award Date: _________

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GARRETT MOTION INC. 2021 LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Employee Director Restricted Stock Unit Award Agreement • May 28th, 2021 • Garrett Motion Inc. • Motor vehicle parts & accessories • Delaware

This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of the [__] day of [_______] (the “Grant Date”) between Garrett Motion Inc., a Delaware corporation (the “Company”), and [_______] (the “Participant”), and is made pursuant to the terms of the Company’s 2021 Long-Term Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

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