WASTE CONNECTIONS, INC. 2016 INCENTIVE AWARD PLAN Performance-Based Restricted SHARE Unit Award Agreement (WITH THREE-YEAR PERFORMANCE PERIOD)
Exhibit 10.15
WASTE CONNECTIONS, INC. 2016 INCENTIVE AWARD PLAN
Performance-Based Restricted SHARE Unit Award Agreement
(WITH THREE-YEAR PERFORMANCE PERIOD)
Waste Connections, Inc., an Ontario corporation (the “Company”), has granted to Participant a Performance-Based Restricted Share Unit Award pursuant to the Waste Connections, Inc. 2016 Incentive Award Plan (as amended and/or restated from time to time, the “Plan”). Each Performance-Based Restricted Share Unit represents the right to receive a cash payment or its equivalent in common shares of the Company (“Shares”), subject to the terms of the Plan and this Award Agreement (which includes, for Participants who are US Participants, the additional terms and conditions provided under Exhibit A hereto). By electronically accepting this Award Agreement through his or her Shareworks account with Solium Capital, Participant is deemed to have accepted the terms and conditions of the Plan and this Award Agreement.
In the event of any conflict or inconsistency between the terms of the Plan and this Award Agreement, the terms of the Plan shall supersede and govern in all respects. Any capitalized terms not defined herein are defined in the Plan.
Participant Name: _____________________
Participant is a (check one box): US Participant ¨ or Canadian Participant ¨ or Both ¨
Award Date: _______________________
PBRSU Service Year (Canadian Participants only): _______
Target Number of Shares Subject to Award:_______ Shares
Performance Period: [Insert dates of three-year performance period.]
Performance Goal(s): The performance standard reviewed and approved by the Committee and reflected in the resolutions of the Committee.
Maturity Date: _______ (if left blank, the “maturity date” shall be the outer time limits prescribed by Section 8(b)(iii) of the Plan).
Determination Date: The date the Committee shall determine, in its sole discretion, whether the Performance Goal(s) have been achieved, such date being as soon as administratively practicable following the Performance Period after all necessary Company information is available and prior to the maturity date.
2. Vesting; Earned Award Units; Vested Award Units.
Within 15 business days following the Determination Date, but in no event later than March 15th of the fiscal year following the end of the Performance Period (the “Settlement Date”), the Company shall notify the Participant of the number of Restricted Share Units, if any, that have become Vested Award Units and the corresponding number of Shares to be issued to the Participant in satisfaction of this Award. If the Restricted Share Units subject to the Award do not become Earned Award Units, the Participant will automatically forfeit any rights in the Award as of the Determination Date. Each Vested Award Unit shall be settled by delivering to the Participant one Share, subject to withholding as described below. The number of Restricted Share Units which may become Earned Award Units will be between 0% and [___]% of the Target Number of Shares depending on whether and to what extent the Performance Goals are achieved by the Company.
The Participant shall have no rights to dividends or other rights of a shareholder with respect to the Restricted Share Units unless and until such time as the award of Restricted Share Units has been settled by the issuance of Shares to the Participant. The Participant shall have the right to receive a cash dividend equivalent payment with respect to the Earned Award Units for cash dividends payable to holders of Shares as of a record date designated by the Company that is within the period beginning on the Award Date and ending on the Settlement Date, which dividend equivalent payment shall be payable to the Participant on the Settlement Date, without interest. In the event of forfeiture of the Restricted Share Units, the Participant shall have no further rights with respect to such Restricted Share Units.
For purposes of this Agreement, the Participant’s Termination of Employment shall be considered to be for “Cause” if it is a termination for “Cause” pursuant to an employment or separation agreement between the Company and the Participant or a Company severance or separation plan applicable to the Participant (the “Individual Agreement”) to which the Participant is a party that is then in effect or, if there is no Individual Agreement in effect that defines “Cause,” “Cause” shall mean (a) a material breach by the Participant of any of the terms of the Individual Agreement, or any other agreement between the Company and the Participant, that is not immediately corrected following written notice of default specifying such breach; (b) conviction of a felony or indictable offense; (c) a breach of any non-competition or non-solicitation covenants in any agreement between the Company and the Participant; (d) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to such a degree that, in the reasonable judgment of the Chief Executive Officer or General Counsel of the Company, the Participant is abusive or incapable of performing his or her duties and responsibilities after being accommodated in accordance with applicable laws; or (e) misappropriation of property belonging to the Company and/or any of its affiliates.
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e. Governing Law. The Award Agreement and the Plan shall be governed by and construed in accordance with the laws of the province of Ontario, except with respect to those provisions of the Award Agreement and the Plan concerning the Code, which shall be governed by and construed in accordance with the laws of the State of Delaware as superseded by applicable United States federal law.
k. Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Award Agreement.
l. Data Privacy Waiver. By accepting the grant of the Restricted Share Units, the Participant hereby agrees and consents to:
i. the collection, use, processing and transfer by the Company and its Subsidiaries (collectively, the “Group”) of certain personal information about the Participant (the “Data”);
ii. any members of the Group transferring Data amongst themselves for the purposes of implementing, administering and managing the Plan;
iii. the use of such Data by any such person for such purposes; and
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iv. the transfer to and retention of such Data by third parties in connection with such purposes.
For the purposes of clause (i) above, “Data” means the Participant’s name, home address and telephone number, date of birth, other employee information, any tax or other identification number, details of all rights to acquire Shares granted to the Participant and of Shares issued or transferred to the Participant pursuant to the Plan.
| WASTE CONNECTIONS, INC. | ||
| By: | ||
| Name: | Xxxxxx X. Xxxxxxxxxxxx | |
| Title: | Chairman and Chief Executive Officer |
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Exhibit A
Additional Provisions for
Performance-Based Restricted Share Unit Award Agreement
(With Three-Year performance Period)
For US Participants in the
Waste Connections, Inc. 2016 Incentive Award Plan
The additional terms and conditions of this Exhibit A shall apply to the Performance-Based Restricted Share Unit Award for any Participant who is a US Participant.
1. Settlement of Awards. In no event shall the Company deliver the Vested Award Units to you later than March 15 of the calendar year following the end of the Performance Period. Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of Vested Award Units if it reasonably determines that such payment or distribution will violate federal securities laws or any other Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and provided further that no payment or distribution shall be delayed under this Section 1 if such delay will result in a violation of Section 409A of the Code.
2. Taxation and Withholding.
(A) Federal Income Tax. You generally will recognize ordinary income for federal income tax purposes on the date the Shares subject to your Award vest, and you must satisfy the income tax withholding obligation applicable to that income. The amount of your taxable income will generally be based on the closing selling price per common share on the New York Stock Exchange on the date your Vested Award Units are issued and distributed times the number of Shares which are distributed on that date. This is a general summary of the possible tax consequences of the Award and is not tax advice. You are advised to consult with your own advisor as to the possible tax consequences of this Award.
(B) FICA Taxes. You will be liable for the payment of the employee share of the FICA (Social Security and Medicare) taxes applicable to your Award, which liability will generally arise at the time your Award vests. FICA taxes will generally be based on the closing selling price of the shares on the New York Stock Exchange on the date those Shares vest under your Award.
(C) Withholding Taxes. You must pay all applicable federal, state and local income and employment withholding taxes when due.
i. In the Company’s sole discretion, the Company may collect any applicable federal, state and local income and employment withholding taxes with respect to the Award through an automatic Share withholding procedure pursuant to which the Company will withhold a portion of those vested Shares with a fair market value (measured as of the date the withholding obligation arises) equal to the amount of such withholding taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state and local tax purposes, including payroll taxes, that are applicable to supplemental taxable income. You shall be notified in writing in the event such Share Withholding Method is no longer available.
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ii. Should any Shares vest under the Award at a time when the Share Withholding Method is not available, then the Company may, in its sole discretion, collect any applicable federal, state and local income and employment withholding taxes from you through any of the following alternatives:
1. your delivery of a separate check payable to the Company in the amount of such withholding taxes, or
2. the use of the proceeds from a next-day sale of the Shares issued to you; provided and only if (i) such a sale is permissible under the Company’s trading policies governing the sale of common shares, (ii) you make an irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares, and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002.
3. Claw-Back. Pursuant to its general authority to determine the terms and conditions applicable to the Restricted Share Units, the Committee shall have the right to require the Participant to agree by separate written or electronic instrument that the Units (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt of the Restricted Share Units or upon the receipt or resale of any Shares underlying the Restricted Share Units) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including without limitation the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy.
4. Code Section 409A. This Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan or the Award Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify you or any other person for failure to do so) to adopt such amendments to the Plan or the Award Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Participant’s Termination of Employment, all references to the Participant’s Termination of Employment shall be construed to mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), and the Participant shall not be considered to have a Termination of Employment unless such termination constitutes a Separation from Service with respect to the Participant.
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5. Employment Relationship. Unless otherwise provided in a written employment agreement or by applicable law, Participant’s employment by the Company or any Subsidiary shall be on an at-will basis, and the employment relationship may be terminated at any time by either Participant or the Company or Subsidiary for any reason whatsoever, with or without cause. Any question as to whether and when there has been a Termination of Employment, and the cause of such termination, shall be determined by the Administrator, and its determination shall be final.
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