Performance-Based Restricted Stock Unit Grant Agreement Sample Contracts

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • February 24th, 2023 • World Fuel Services Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Florida
NUTRISYSTEM, INC. AMENDED AND RESTATED NUTRISYSTEM, INC.
Performance-Based Restricted Stock Unit Grant Agreement • January 2nd, 2015 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Delaware

This 2015 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), effective as of [ ] [ ], 2015 (the “Date of Grant”), is delivered by NutriSystem, Inc. (the “Company”) to [ ] (the “Grantee”).

TRINITY INDUSTRIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT PERFORMANCE PERIOD 20[___]-20[___]
Performance-Based Restricted Stock Unit Grant Agreement • February 21st, 2023 • Trinity Industries Inc • Railroad equipment

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), is made by and between TRINITY INDUSTRIES, INC. (hereinafter called, the “Company”) and [NAME] (hereinafter called, the “Grantee”), is made as of [DATE] (the “Date of Grant”); the performance period for this award is the three-year period [DATES] (the “Performance Period”).

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT NABORS INDUSTRIES, INC.
Performance-Based Restricted Stock Unit Grant Agreement • July 28th, 2023 • Nabors Industries LTD • Drilling oil & gas wells • Delaware

This Performance-Based Restricted Stock Unit Grant Agreement (“Performance Stock Unit Grant”) between Nabors Industries, Inc. (“NII”), acting on behalf of Nabors Industries Ltd. (“NIL” or the “Company”), and William Restrepo (the “Grantee”), an Eligible Recipient, contains the terms and conditions under which the Compensation Committee of the Board (the “Committee”), has awarded to Grantee, effective as of January 1, 2023 (the “Date of Grant”) and pursuant to the Amended and Restated Nabors Industries Ltd. 2016 Stock Plan (“2016 Plan”), certain Restricted Stock Units (“PSUs”) to incentivize Grantee to contribute to the success of the Company. The applicable terms of the 2016 Plan are incorporated in this Performance Stock Unit Grant by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the 2016 Plan.

MURPHY OIL CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • February 23rd, 2024 • Murphy Oil Corp • Crude petroleum & natural gas • Delaware

This Performance-Based Restricted Stock Unit Award (this “Award”) is granted on and dated [[GRANTDATE]] (the “Grant Date”), by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2020 Long-Term Incentive Plan (the “Plan”). Any terms used herein and not otherwise defined shall have the meanings set forth in the Plan.

INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • April 8th, 2020 • International Seaways, Inc. • Water transportation • New York

THIS AGREEMENT, made as of [date] (the “Agreement”), by and between International Seaways, Inc. (the “Company”), and [name of grantee]1 (the “Grantee”).

SARA LEE CORPORATION EXECUTIVE MANAGEMENT LONG-TERM INCENTIVE PROGRAM (FY11-13 EMLTIP) Grant Notice and Agreement
Performance-Based Restricted Stock Unit Grant Agreement • November 10th, 2010 • Sara Lee Corp • Food and kindred products • Illinois

This Performance-Based Restricted Stock Unit (PSU) Grant Notice and Agreement, made this August 26, 2010 (“Award Date”), by Sara Lee Corporation, a Maryland corporation (“Company”) to you is evidence of an award made under the Sara Lee Corporation 2002 Long-Term Incentive Stock Plan (“Plan”) which is incorporated into this “Grant Notice and Agreement” by reference. A copy of the Plan and the FY11-13 EMLTIP Program Description (“Program Description”) have been or will be provided to you and are also available from the Sara Lee Corporate Compensation Department.

FOURTH AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance Based Restricted Stock Unit Grant Agreement • May 22nd, 2025 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland

WHEREAS, the Company has adopted the Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as may be further amended and restated (the “Plan”), which has been delivered or made available to the Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and

SECOND AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance Based Restricted Stock Unit Grant Agreement • February 25th, 2019 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland

WHEREAS, the Company has adopted the Second Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as amended (the “Plan”), which has been delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and

FOURTH AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance Based Restricted Stock Unit Grant Agreement • May 29th, 2024 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland

WHEREAS, the Company has adopted the Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as may be further amended and restated (the “Plan”), which has been delivered or made available to the Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and

SARA LEE CORPORATION EXECUTIVE MANAGEMENT LONG-TERM INCENTIVE PROGRAM (FY07-09 EMLTIP [or the “Program”]) Grant Notice and Agreement
Performance-Based Restricted Stock Unit Grant Agreement • February 7th, 2007 • Sara Lee Corp • Food and kindred products • Illinois

This Performance-Based Restricted Stock Unit (PSU) Grant Notice and Agreement made this August 31, 2006 (“Award Date”), by Sara Lee Corporation, a Maryland corporation (“Company”) to Participant is evidence of an award made under the Sara Lee Corporation 1998 Long-Term Incentive Stock Plan (“Plan”) which is incorporated into this Grant Notice and Agreement by reference. A copy of the Plan and the “Program Description” have been provided to the Participant and are also available from the Sara Lee Corporate Compensation Department.

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE SNAP ONE HOLDINGS CORP. 2021 EQUITY INCENTIVE PLAN
Performance-Based Restricted Stock Unit Grant Agreement • February 20th, 2024 • Snap One Holdings Corp. • Electronic components & accessories • Delaware

Snap One Holdings Corp., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance-Based Restricted Stock Units (“PSUs”) set forth below. The PSUs are subject to all of the terms and conditions as set forth herein, in the Performance-Based Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

RED ROBIN GOURMET BURGERS, INC. AMENDED AND RESTATED
Performance-Based Restricted Stock Unit Grant Agreement • May 21st, 2010 • Red Robin Gourmet Burgers Inc • Retail-eating places • Delaware

This Performance-Based Restricted Stock Unit Grant Agreement (this “Agreement”) between RED ROBIN GOURMET BURGERS, INC. (the “Corporation”) and [ ] (“Participant”) is dated effective [ ] (the “Date of Grant”).

SARA LEE CORPORATION EXECUTIVE MANAGEMENT LONG-TERM INCENTIVE PROGRAM (FY08-10 EMLTIP) Grant Notice and Agreement
Performance-Based Restricted Stock Unit Grant Agreement • November 7th, 2007 • Sara Lee Corp • Food and kindred products • Illinois

This Performance-Based Restricted Stock Unit (PSU) Grant Notice and Agreement, made this August 30, 2007 (“Award Date”), by Sara Lee Corporation, a Maryland corporation (“Company”) to you is evidence of an award made under the Sara Lee Corporation 1998 Long-Term Incentive Stock Plan (“Plan”) which is incorporated into this “Grant Notice and Agreement” by reference. A copy of the Plan and the FY08-10 EMLTIP Program Description (“Program Description”) have been or will be provided to you and are also available from the Sara Lee Corporate Compensation Department.

MURPHY OIL CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • February 27th, 2009 • Murphy Oil Corp /De • Petroleum refining • Delaware

This Performance-Based Restricted Stock Unit Award (the “Award”) granted on and dated February 3, 2009, by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2007 Long-Term Incentive Plan (the “Plan”).

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • November 4th, 2014 • Health Care Reit Inc /De/ • Real estate investment trusts • Ohio

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), effective as of the 30th day of July, 2014 (the “Grant Date”), between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and Thomas J. DeRosa (the “Participant”).

ARCOSA, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT PERFORMANCE PERIOD 20XX - 20XY
Performance-Based Restricted Stock Unit Grant Agreement • April 28th, 2023 • Arcosa, Inc. • Fabricated structural metal products

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), is made by and between ARCOSA, INC. (hereinafter called, the “Company”) and, the “Grantee”, is made as of the “Date of Grant”; the performance period for this award is the three-year period from January 1, 20XX through December 31, 20XY (the “Performance Period”).

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE (FOUNDERS)
Performance-Based Restricted Stock Unit Grant Agreement • February 25th, 2021 • Guardant Health, Inc. • Services-medical laboratories • California

Guardant Health, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the performance-based Restricted Stock Units (the “PSUs”) described in this Performance-Based Restricted Stock Unit Grant Notice (Founders) (this “Grant Notice”), subject to the terms and conditions of the 2018 Incentive Award Plan (as amended from time to time, the “Plan”), the Performance-Based Restricted Stock Unit Agreement attached as Exhibit A, the Vesting Schedule attached as Exhibit B, the Transferability Schedule attached as Exhibit C, and the Release attached as Exhibit D (Exhibits A, B, C, and D, collectively, the “Agreement”), all of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

MURPHY OIL CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • February 27th, 2015 • Murphy Oil Corp /De • Crude petroleum & natural gas • Delaware

This Performance-Based Restricted Stock Unit Award (the “Award”) granted on and dated ______________, 2015 by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2012 Long-Term Incentive Plan (the “Plan”).

MURPHY OIL CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT – STOCK SETTLED GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • February 27th, 2019 • Murphy Oil Corp /De • Crude petroleum & natural gas • Delaware

This Performance-Based Restricted Stock Unit Award (this “Award”) is granted on and dated [•] (the “Grant Date”), by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2018 Long-Term Incentive Plan (the “Plan”). Any terms used herein and not otherwise defined shall have the meanings set forth in the Plan.

SARA LEE CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT (Form for North American employees; form for other employees substantially similar)
Performance-Based Restricted Stock Unit Grant Agreement • February 7th, 2012 • Sara Lee Corp • Food and kindred products • Illinois

This Performance-Based Restricted Stock Unit (PSU) Grant Notice and Agreement, made this November 4, 2011 (“Award Date”), by Sara Lee Corporation, a Maryland corporation (“Company”), to you is evidence of an award made under the Sara Lee Corporation 2002 Long-Term Incentive Stock Plan (“Plan”) which is incorporated into this “Grant Notice and Agreement” by reference. A copy of the Plan has been provided to you and is also available from the Sara Lee Corporate Compensation Department.

SECOND AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance Based Restricted Stock Unit Grant Agreement • February 28th, 2018 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland

WHEREAS, the Company has adopted the Second Amended and Restated 2005 Omnibus Long‑Term Incentive Plan, as amended (the “Plan”), which has been delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and

THE HILLSHIRE BRANDS COMPANY FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • October 31st, 2013 • Hillshire Brands Co • Food and kindred products • Illinois

This Performance-Based Restricted Stock Unit Grant Notice and Agreement (this “Agreement”), made as of August 30, 2013 (the “Award Date”), by and between The Hillshire Brands Company, a Maryland corporation (the “Company”), and you is evidence of an award made pursuant to The Hillshire Brands Company 2012 Long-Term Incentive Stock Plan (the “Plan”), which is incorporated into this Agreement by reference. A copy of the Plan has been provided to you and is also available from the Company’s Compensation Department. Capitalized terms used but not defined herein have the meanings specified in the Plan.

THE HILLSHIRE BRANDS COMPANY PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • November 1st, 2012 • Hillshire Brands Co • Food and kindred products • Illinois

This Performance-Based Restricted Stock Unit Grant Notice and Agreement (the “Agreement”), made as of August 10, 2012 (“Award Date”), by The Hillshire Brands Company, a Maryland corporation (“Company”), to you is evidence of an award made under The Hillshire Brands Company 2002 Long-Term Incentive Stock Plan (“Plan”), which is incorporated into this Agreement by reference. A copy of the Plan has been provided to you and is also available from The Hillshire Brands Company Compensation Department.

MIDSOUTH BANCORP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • May 8th, 2017 • Midsouth Bancorp Inc • National commercial banks • Louisiana

WHEREAS, MidSouth has adopted and maintains the 2007 Omnibus Incentive Compensation Plan (as amended and restated effective May 23, 2012) (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of MidSouth depends, with incentives to: (a) enter into and remain in the service of MidSouth, (b) acquire a proprietary interest in the success of MidSouth, (c) maximize their performance and (d) enhance the long-term performance of MidSouth;

AFFYMETRIX, INC. PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT
Performance Based Restricted Stock Unit Grant Agreement • March 4th, 2013 • Affymetrix Inc • Laboratory analytical instruments • Delaware
SIGA Technologies, Inc. Performance-Based Restricted Stock Unit Grant Agreement
Performance-Based Restricted Stock Unit Grant Agreement • August 1st, 2024 • Siga Technologies Inc • Pharmaceutical preparations • New York

WHEREAS, the Company has adopted and maintains the SIGA Technologies, Inc. 2010 Stock Incentive Plan, as amended (the “Plan”), to establish a flexible vehicle through which the Company may offer equity-based compensation incentives to eligible personnel of the Company and its subsidiaries in order to attract, motivate, reward and retain such personnel and to further align the interests of such personnel with those of the stockholders of the Company;

MURPHY OIL CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • May 7th, 2025 • Murphy Oil Corp • Crude petroleum & natural gas • Delaware

This Performance-Based Restricted Stock Unit Award (this “Award”) is granted on and dated [[GRANTDATE]] (the “Grant Date”), by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2020 Long-Term Incentive Plan (the “Plan”). Any terms used herein and not otherwise defined shall have the meanings set forth in the Plan.

EX-10.2 3 d199561dex102.htm EX-10.2 TTM TECHNOLOGIES, INC. GRANT NOTICE AND AWARD AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • May 5th, 2020 • California

THIS 20 PERFORMANCE-BASED RSU GRANT NOTICE AND AWARD AGREEMENT (the “Agreement”) is made and entered into as of (the “Grant Date”), between TTM Technologies, Inc. a Delaware corporation (the “Company”) and (the “Recipient”).

AFFYMETRIX, INC. PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT
Performance Based Restricted Stock Unit Grant Agreement • February 28th, 2012 • Affymetrix Inc • Laboratory analytical instruments • Delaware
MURPHY OIL CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • March 1st, 2007 • Murphy Oil Corp /De • Petroleum refining • Delaware

This Performance-Based Restricted Stock Unit Award (the “Award”) granted on and dated February 6, 2007, by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2007 Long-Term Incentive Plan (the “Plan”) is subject to adoption of the Plan by the stockholders of the Company on May 9, 2007. Should the stockholders of the Company fail to approve the adoption of the Plan, this Agreement shall be null and void.

CENTURY THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AWARD AGREEMENT
Performance-Based Restricted Stock Unit Grant Agreement • November 5th, 2024 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

Century Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) the target number of restricted stock units set forth below (the “Restricted Stock Units”). The Restricted Stock Units described in this Restricted Stock Unit Grant Notice (the “Grant Notice”) are subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.

TRINITY INDUSTRIES, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT PERFORMANCE PERIOD 20[__]-20[__]
Performance-Based Restricted Stock Unit Grant Agreement • May 3rd, 2017 • Trinity Industries Inc • Railroad equipment • Texas

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), is made by and between TRINITY INDUSTRIES, INC. (hereinafter called, the “Company”) and FIRST_NAME LAST_NAME (hereinafter called, the “Grantee”), is made as of DATE (the “Date of Grant”); the performance period for this award is the [_______]-year period from [__________], 20[__] through [__________], 20[__] (the “Performance Period”).