Award of Performance Share Units. The Corporation hereby confirms an Award to the Participant on Award Date of /$AwardsGranted$/ 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 selected Performance Criteria. The determination of whether the performance goals were achieved shall be a two-step calculation, as follows:
(a) The initial Performance Criterion will be the average of the Corporation’s annual after-tax returns on average invested capital for the three-year Performance Cycle.
(b) The final number of PSUs earned will be determined by multiplying the number of PSUs earned under (a) by a total shareholder return factor based on the percentile ranking of the three-year total return to the Corporation’s stockholders as compared to the total shareholder returns of the publicly traded stocks comprising the S&P 500 Industrials Index excluding the Corporation, determined as of the first trading day of <Year_of_Award>, as set forth in the following table, with linear interpolation for performance ranking between the levels listed in the table: NS Three-Year TSR Percentile Rank vs. S&P 500 Industrials Index Companies TSR Modifier ≥P75.0 +25.0% P50.0 +0.0% ≤P25.0 -25.0% For this purpose, three-year total return shall be measured using the average closing price per share of stock or equivalent on the New York Stock Exchange (or if unavailable, on another U.S. stock exchange) as determined during the 20 days on which stock is traded ending on and including December 31, <Year_preceding_award_date> and December 31,<3_years_after>, or, if a stock is not traded on December 31, <3_years_after>, on the most recent trading day immediately preceding such date. A company will be excluded from the ranking if it ceases to be publicly traded at any time during the three-year period as a result of the company’s being acquired by another company or going private, but included and ranked at the bottom of the group if the company ceases to be publicly traded as a result of becoming subject to a bankruptcy, reorganization, or liquidation proceeding.
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 Agreement, the Employee is hereby awarded «PSUs» performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee therefor, (i) up to «PSUs» shares of Stock 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 by the Employee therefor, additional shares of 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 Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of clause (ii) of the immediately preceding sentence, 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 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(e) 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.”
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. 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 equally weighted Performance Criteria:
(a) the three-year total return to the Corporation’s stockholders as compared with the total return on the publicly traded stocks of North American Class I railroads (which, as of the Award Date, are Canadian National Railway Company, Canadian Pacific Railway Limited, CSX Corporation, Kansas City Southern and Union Pacific Corporation), with the total return measured at the end of the period using the closing price per share of stock on the principal national stock exchange on which shares are listed as determined during the 20 days on which stock is traded ending on and including December 31, <Year Preceding Year of Award Date> and December 31, <3 Years After > (or, if a stock is not traded on the stock’s national exchange on December 31, <3 Years After >, on the most recent trading day immediately preceding such date), and with a specified minimum earnout if the three-year total return to the Corporation’s stockholders is greater than the median total return on all stocks comprising the S&P 500 Composite Stock Price Index; and
(b) the average of the Corporation’s annual after-tax returns on average invested capital for the three-year Performance Cycle. Any PSUs earned at the end of the three-year Performance Cycle shall be distributed in whole shares of Common Stock of the Corporation, subject to tax withholding as provided in Section 5 of this Agreement. The value of PSUs earned, if any, shall be determined by the Fair Market Value of the Corporation’s Common Stock on the first day on which such stock is traded after a full trading day has elapsed following the release of the Corporation’s annual financial information for the last year of the Performance Cycle. If the Participant’s employment is terminated for any reason other than the Participant’s Retirement, Disability, or death before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all the Participant’s rights to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Parti...
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. 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 100% upon achievement of the respective target performance ranges, or may vest and be payable at up to 200%, or less than 100% (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 Units, that may vest and be payable at 100% upon achievement of the applicable target performance range, or may vest and be payable at up to 200%, or less than 100% (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 Agreement is inconsistent with the Plan, the Plan s...
Award of Performance Share Units. Pursuant to the Plan, the Corporation hereby grants to the Participant effective February 9, 2010, an award of 99,503 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. 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.
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.
(b) Following the date that Performance Share Units are earned and vested pursuant to Section 2, each Performance Share Unit shall be distributed as shares of Common Stock, in the amount determined under Section 2. The number of Performance Share Units reflected in the Award Notification shall be credited to Participant’s Account as of the Grant Date. Participant’s Account shall be the record of Performance Share Units granted to Participant hereunder and is solely for accounting purposes and shall not require a segregation of any assets of the Company.
(c) Participant shall not have the rights of a stockholder, including any rights to receive dividends with respect to any Performance Share Units credited to Participant’s Account or any shares of Common Stock that may be distributed in respect of such Performance Share Units, until shares of Common Stock have been distributed to Participant pursuant to Section 3.
