Performance Award Agreement Sample Contracts

PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 9th, 2013 • AMC Networks Inc. • Cable & other pay television services

Pursuant to the Amended and Restated 2011 Cash Incentive Plan (the “Plan”) of AMC Networks Inc. (the “Company”), you have been selected by the Compensation Committee of the Board of Directors of the Company to receive a contingent cash award (the “Award”) effective as of March 12, 2013 (the “Effective Date”).

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CENTERPOINT ENERGY, INC. PERFORMANCE AWARD AGREEMENT FOR OFFICERS AND DIRECTOR EMPLOYEES JANUARY 1, 20XX – DECEMBER 31, 20XX PERFORMANCE CYCLE
Performance Award Agreement • February 20th, 2024 • Centerpoint Energy Resources Corp • Natural gas transmisison & distribution

Pursuant to this Performance Award Agreement (the “Award Agreement”), CenterPoint Energy, Inc. (the “Company”) hereby grants to <first_name> <last_name>, an employee of the Company, this Performance Award (the “Award”) covering the target number of shares, <shares_awarded>, of Common Stock (the “Target Shares”) pursuant to the CenterPoint Energy, Inc. 2022 Long Term Incentive Plan (the “Plan”). The number of Target Shares shall be subject to adjustment as provided in Section 14 of the Plan, conditioned upon the Company’s achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, and subject to the following terms and conditions:

Contract
Performance Award Agreement • May 5th, 2022 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation, a Delaware corporation (the "Company"), hereby grants to the recipient of this award (the "Employee") as of the date (the "Grant Date") set forth in the “Stock Options and Awards” section of the Employee’s Company on-line account with Solium Capital (the “Award Summary”), a Performance Award (the "Award") with a target opportunity equal to the number of shares of Common Stock set forth in the Award Summary. Depending on performance during the Performance Period (for all purposes of this Award Agreement, as defined in accordance with Exhibit A hereto), the Employee may be entitled under this Award Agreement to shares of Common Stock equal to 50% to 200% of the target opportunity, in accordance with Section 2 below. The Award is granted pursuant to the provisions of the United States Cellular Corporation 2013 Long-Term Incentive Plan, as amended from time to time (the “Plan”) and is subject to the restrictions, terms and conditions set forth below. Cap

AVISTA CORPORATION PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • February 21st, 2024 • Avista Corp • Electric & other services combined • Washington

This Performance Award Agreement (the “Agreement”) is made by and between Avista Corporation, a Washington Corporation (the “Company”) and the individual named in section 1 (the “Participant”) as designated by the Avista Corporation Compensation and Organization Committee (the “Plan Administrator”).

Eli Lilly and Company Performance Award Agreement (for Executive Officers)
Performance Award Agreement • November 1st, 2022 • ELI LILLY & Co • Pharmaceutical preparations

This Performance Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received this Performance Award Agreement (the “Grantee”).

RELATIVE STOCKHOLDER RETURN PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 25th, 2011 • Alliant Techsystems Inc • Guided missiles & space vehicles & parts
ENDO INTERNATIONAL PLC PERFORMANCE AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN
Performance Award Agreement • May 7th, 2021 • Endo International PLC • Pharmaceutical preparations • Delaware

This Performance Award Agreement, which shall include the TSR Performance Award Grant Notice, the FCF Performance Award Grant Notice and the Terms and Conditions (collectively, the “Award Agreement”) is made and entered into as of [ ] by and between Endo International plc, an Irish public limited company (the “Company”), and the participant named below (the “Participant”). The Performance Award granted pursuant to this Award Agreement shall consist of [ ] restricted stock units subject to the TSR Performance Award and [ ] restricted stock units subject to the FCF Performance Award (each at target levels of performance and each as defined in the Terms and Conditions). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s Amended and Restated 2015 Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.

HESS CORPORATION 2017 LONG-TERM INCENTIVE PLAN
Performance Award Agreement • May 5th, 2022 • Hess Corp • Petroleum refining • Delaware

This PERFORMANCE AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between HESS CORPORATION, a Delaware corporation (the “Corporation”), and the Participant specified above, pursuant to the Shareholder Value Program under the Hess Corporation 2017 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”).

RESTAURANT BRANDS INTERNATIONAL INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • February 22nd, 2024 • Restaurant Brands International Inc. • Retail-eating places • Ontario

Unless defined in this Performance Award Agreement (the “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Restaurant Brands International Inc. 2023 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS FOR CHIEF EXECUTIVE OFFICER UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Performance Award Agreement • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

MSCI Inc. (together with all of its Subsidiaries, the “Company”) hereby grants to you Performance Stock Units (“PSUs”) as described below. The awards are being granted under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (as may be amended from time to time, the “Plan”).

Contract
Performance Award Agreement • May 5th, 2020 • Delaware

EX-10.16 17 din-2018331x10qxex1016.htm EXHIBIT 10.16 Exhibit 10.16 Performance Award Agreement – Employees – Double Metric DINE BRANDS GLOBAL, INC. 2016 STOCK INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT THIS PERFORMANCE AWARD AGREEMENT (the “Agreement”) is entered into as of ___________, by and between DINE BRANDS GLOBAL, INC. (formerly, DineEquity, Inc.), a Delaware corporation (the “Company”), and ___________, an employee of the Company (the “Participant”). RECITALS: Pursuant to the Dine Brands Global, Inc. 2016 Stock Incentive Plan (the “Plan”), the Compensation Committee of the Board of Directors of the Company (the “Committee”), as the administrator of the Plan, has determined that the Participant is to be granted a Performance Award (the “Award”) payable in the form of cash on the terms and conditions set forth herein. Any capitalized terms not defined herein shall have their respective meanings set forth in the Plan. AGREEMENT: In consideration of the foregoing and of the mutual

PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 4th, 2020 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
PERFORMANCE AWARD AGREEMENT UNDER THE TEXAS CAPITAL BANCSHARES, INC.
Performance Award Agreement • February 9th, 2022 • Texas Capital Bancshares Inc/Tx • State commercial banks
EX-10.20 6 dex1020.htm FORM OF PERFORMANCE AWARD AGREEMENT PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 5th, 2020 • Delaware

This Performance Award Agreement (the “Agreement”) has been made as of , (the “Date of Grant”) between Spectra Energy Corp, a Delaware Company, with its principal offices in Houston, Texas (the “Company”), and (the “Grantee”).

ENDO INTERNATIONAL PLC PERFORMANCE AWARD AGREEMENT UNDER THE 2015 STOCK INCENTIVE PLAN
Performance Award Agreement • May 6th, 2016 • Endo International PLC • Pharmaceutical preparations • Delaware

This Performance Award Agreement (this “Award Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Endo International plc, an Irish public limited company (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2015 Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.

PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • April 30th, 2024 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Texas
FORM OF CHICO’S FAS, INC. AMENDED AND RESTATED 2020 OMNIBUS STOCK AND INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE SHARE UNITS EMPLOYEE
Performance Award Agreement • August 30th, 2023 • Chico's Fas, Inc. • Retail-women's clothing stores • Florida

This Performance Award Agreement (this “Performance Award Agreement”) is effective as of the Grant/Award Date indicated on the Appendix hereto (the “Grant Date”), and is entered into between Chico’s FAS, Inc., a Florida corporation (the “Company”), and <<NAME>> (the “Employee”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Company’s Amended and Restated 2020 Omnibus Stock and Incentive Plan, as amended from time to time (the “Plan”), the terms of which are hereby incorporated by reference and made a part of this Performance Award Agreement. All references to specified paragraphs pertain to paragraphs of this Performance Award Agreement unless otherwise specifically provided. The Human Resources, Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”) approved this Performance Award grant, in the form of performance share units (“PSUs”), pursuant to the Plan, provided that the Employee continues to be employ

Contract
Performance Award Agreement • March 15th, 2024 • Golden State Water CO • Water supply • California
AMERICAN STATES WATER COMPANY
Performance Award Agreement • February 1st, 2019 • Golden State Water CO • Water supply • California

THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is dated as of [ ], 2019 by and between American States Water Company, a California corporation (the “Corporation”), and [ ] (the “Participant”).

CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2017 PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • December 9th, 2020 • Caleres Inc • Footwear, (no rubber) • Missouri

THIS AWARD AGREEMENT, effective August 2, 2020, represents the grant of Performance Shares (“Shares”) (collectively, the "Award") by Caleres, Inc. ("Company") to the Participant named below, who has been selected by the Compensation Committee of the Company's Board of Directors (the "Committee") to receive the Award with respect to the Performance Periods set forth below under the Company’s Incentive and Stock Compensation Plan of 2017 (the "Plan"). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of August 23, 2017), all of which constitute part of this Agreement, this Award provides:

STERLING BANCORP
Performance Award Agreement • March 1st, 2019 • Sterling Bancorp • National commercial banks • New York
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FORM OF PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 3rd, 2024 • Fluor Corp • Heavy construction other than bldg const - contractors

This Performance Award Agreement (“Agreement”) entered into as of [GRANT DATE] (the “Grant Date”), by and between Fluor Corporation, a Delaware corporation (the “Company”), and you (“Grantee” or “you”) evidences the grant to Grantee of a performance Incentive Award (“Performance Award”) under the Fluor Corporation 2020 Performance Incentive Plan (the “Plan”). Capitalized terms used in this Agreement and not defined herein have the meaning set forth in the Plan.

Contract
Performance Award Agreement • May 5th, 2020

EX-10.9 10 imn11-24x14exhibit109.htm EXHIBIT 10.9 Exhibit 10.9 Executive Officers Imation Corp. 2011 Stock Incentive Plan Amendment to Performance Award Agreement (pre 2013) This Amendment to Performance Award Agreement (the “Amendment”), effective as of _______________, 2014, between Imation Corp., a Delaware corporation (the “Company”) and _______________, an employee of the Company or one of its Affiliates (the “Participant”). WHEREAS, pursuant to a Performance Award Agreement effective as of _________________ (the “Agreement”), the Company granted to Participant a performance award of $______________ subject to the terms and conditions set forth in the Agreement and in accordance with the terms and conditions of the Imation Corp. 2011 Stock Incentive Plan (the “Plan”). WHEREAS, Section 3 of the Plan provides that the Committee administering the Plan (the “Committee”) has full power and authority, subject to the express provisions of the Plan and applicable law, to amend the terms a

PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • April 28th, 2023 • Oil States International, Inc • Oil & gas field machinery & equipment • Texas

THIS AGREEMENT is made on __________ (“Grant Date”) between Oil States International, Inc., a Delaware corporation (the “Company”), and __________ (“Employee”).

WHEELS UP EXPERIENCE INC. PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • August 8th, 2024 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware

This Performance Award Agreement (this “Agreement”) is made as of May 20, 2024 (the “Grant Date”), between Wheels Up Experience Inc., a Delaware corporation (the “Company”), and David Harvey (the “Grantee”).

THE BANK OF NEW YORK MELLON CORPORATION The Bank of New York Company, Inc. 2003 Long-Term Incentive Plan PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 9th, 2008 • Bank of New York Mellon CORP • State commercial banks • New York

WHEREAS, Grantee is now employed by the Corporation (“Corporation”, when used herein with reference to employment of Grantee, shall include any affiliate of the Corporation) as a key employee; and

CARRIAGE SERVICES, INC.
Performance Award Agreement • May 22nd, 2020 • Carriage Services Inc • Services-personal services • Texas

This Performance Award Agreement (this “Agreement”) is made and entered into as of May 19, 2020 (the “Grant Date”) by and between Carriage Services, Inc. (the “Company”) and _______________ (the “Employee”). Capitalized terms that are used in this Agreement, but not defined herein, have the meanings ascribed to them in the Company’s 2017 Omnibus Incentive Plan (the “Plan”).

PERFORMANCE AWARD AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Performance Award Agreement • April 27th, 2011 • Neustar Inc • Communications services, nec
PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 12th, 2020 • Progress Energy Inc • Electric services

Duke Energy Corporation (the "Corporation") grants to the individual named below ("Grantee"), in accordance with the terms of the Duke Energy Corporation 2015 Long-Term Incentive Plan, as it may be amended from time to time (the "Plan") and this Performance Award Agreement (the "Agreement"), the following number of Performance Shares (the "Award"), on the Date of Grant set forth below:

EXTERRAN CORPORATION FORM OF AWARD NOTICE AND AGREEMENT PERFORMANCE UNITS
Performance Award Agreement • November 5th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec

Exterran Corporation (the “Company”), has granted to you (the “Participant”) a Performance Award (your “Award”) under the Exterran Corporation 2015 Stock Incentive Plan (as may be amended from time to time, the “Plan”). Each Performance Unit (as defined below) is granted in tandem with a corresponding Dividend Equivalent, which shall entitle you to payments in accordance with Section 2 below. All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.

CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2022 PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • June 7th, 2022 • Caleres Inc • Footwear, (no rubber) • Missouri

THIS AWARD AGREEMENT, effective _______, represents the grant of a long-term incentive cash award (“Award”) by Caleres, Inc. (“Company”) to the Participant named below, who has been selected by the Compensation Committee of the Company's Board of Directors (the "Committee") to receive the Award with respect to the Performance Periods set forth below under the Company’s Incentive and Stock Compensation Plan of 2022 (the "Plan"). Subject to the terms set forth below, all of which constitute part of this Agreement, this Award provides the following:

Imation Corp. 2011 Stock Incentive Plan Performance Award Agreement
Performance Award Agreement • June 16th, 2014 • Imation Corp • Magnetic & optical recording media • Delaware

This PERFORMANCE AWARD AGREEMENT (the “Agreement”) effective as of «GrantDt» is between Imation Corp., a Delaware corporation (the “Company”), and «Name», an employee of the Company or one of its Affiliates (the “Participant”), pursuant to and subject to the terms and conditions of the Imation Corp. 2011 Stock Incentive Plan (the “Plan”).

NOV INC. LONG-TERM INCENTIVE PLAN Performance Award Agreement
Performance Award Agreement • April 26th, 2024 • NOV Inc. • Oil & gas field machinery & equipment • Texas
THE BANK OF NEW YORK MELLON CORPORATION Mellon Financial Corporation Long-Term Profit Incentive Plan (2004) PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 9th, 2008 • Bank of New York Mellon CORP • State commercial banks • Pennsylvania

WHEREAS, Grantee is now employed by the Corporation (“Corporation”, when used herein with reference to employment of Grantee, shall include any Affiliate of the Corporation as defined in the Plan) as a key employee; and

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