Performance Restricted Stock Unit Award Agreement Sample Contracts

KIMBERLY-CLARK CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • July 23rd, 2024 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware

This Award, granted effective on __________ (the “Grant Date”), by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to ________________ (the “Participant”) is subject to the terms and conditions of the Kimberly-Clark Corporation 2021 Equity Participation Plan (the “Plan”) and the Award Agreement, including any terms and conditions contained in Appendix A and/or Appendix B to the Award Agreement.

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PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN
Performance Restricted Stock Unit Award Agreement • May 3rd, 2023 • CONDUENT Inc • Services-business services, nec • Delaware

This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • August 14th, 2018 • Live Oak Bancshares, Inc. • State commercial banks • North Carolina

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of August 10, 2018 (the “Date of Grant”), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the “Company”), and [Name] (the “Grantee”). This Agreement sets forth the terms and conditions associated with the Company’s award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company’s 2015 Omnibus Stock Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • February 8th, 2018 • Nielsen Holdings PLC • Services-business services, nec • New York

THIS AGREEMENT (the “Agreement”), is made, effective as of _________________ (the “Grant Date”) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales (hereinafter called the “Company”), and _____________________________ (the “Participant”). For purposes of this Agreement, capitalized terms not otherwise defined above or below, or in the Amended and Restated Nielsen 2010 Stock Incentive Plan (the “Plan”), shall have the meanings set forth in Exhibit A attached to this Agreement and incorporated by reference herein.

Contract
Performance Restricted Stock Unit Award Agreement • November 5th, 2024 • NXP Semiconductors N.V. • Semiconductors & related devices
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • July 26th, 2017 • General Dynamics Corp • Ship & boat building & repairing • Virginia

This Performance Restricted Stock Unit Award Agreement (the "Agreement") is entered into as of [DATE], (the "Grant Date"), by and between General Dynamics Corporation (the "Company") and [NAME] (the "Grantee").

TEMPUR SEALY INTERNATIONAL, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN (Employment Agreement) [Grant Name]
Performance Restricted Stock Unit Award Agreement • February 16th, 2024 • Tempur Sealy International, Inc. • Household furniture

This Performance Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Grant Date (as defined below), is between Tempur Sealy International, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below (the “Recipient”).

PERFORMANCE RESTRICTED STOCK UNIT AWARD TERMS
Performance Restricted Stock Unit Award Agreement • December 1st, 2015 • Coherent Inc • Laboratory analytical instruments
MONEYGRAM INTERNATIONAL, INC. 2005 OMNIBUS INCENTIVE PLAN GLOBAL PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • May 5th, 2020 • Minnesota

This PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and (the “Participant”). The grant date of this award is (the “Grant Date”).

NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (CUMULATIVE EPS)
Performance Restricted Stock Unit Award Agreement • February 27th, 2020 • Nielsen Holdings PLC • Services-business services, nec • New York

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made, effective as of February 20, 2019 (the “Grant Date”) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (hereinafter referred to as the “Company”), and Participant Name (the “Participant”). For purposes of this Agreement, capitalized terms not otherwise defined above or below, or in the Amended and Restated Nielsen 2010 Stock Incentive Plan (the “Plan”), shall have the meanings set forth in Exhibit A attached to this Agreement and incorporated by reference herein.

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • December 31st, 2014 • Us Bancorp \De\ • National commercial banks

THIS AGREEMENT, together with the Award Summary and the Completed Exhibit A which are incorporated herein by reference (collectively, the “Agreement”), sets forth the terms and conditions of a performance restricted stock unit award representing the right to receive shares of common stock of the Company, par value $0.01 per share (the “Common Stock”). The grant of this performance restricted stock unit award is made pursuant to the Company’s Amended and Restated 2007 Stock Incentive Plan, which was approved by shareholders on April 20, 2010 (the “Plan”) and is subject to its terms. Capitalized terms that are not defined in the Agreement shall have the meaning ascribed to such terms in the Plan.

AEROVIRONMENT, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • October 13th, 2021 • AeroVironment Inc • Aircraft

AeroVironment, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of performance-based restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Stock listed below (the “Shares”). This award for Restricted Stock Units (this “RSU Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.

AMENDMENT TO PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [INSERT DATE OF 2005 OR 2006 PRSU AGREEMENT]
Performance Restricted Stock Unit Award Agreement • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware

The Performance Restricted Stock Unit Award Agreement dated [insert date of 2005 or 2006 PRSU Award Agreement] ("Agreement"), by and between Electronic Data Systems Corporation, a Delaware Corporation ("EDS" or the "Company"), and [Participant Name] ("Grantee"), is modified pursuant to the terms of this Amendment dated as of the date of Grantee's signature indicated below ("Amendment").

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • August 4th, 2016 • CF Industries Holdings, Inc. • Agricultural chemicals

Vesting Date: The Performance Restricted Stock Units will vest on the third anniversary of the Grant Date, subject to the attainment of the performance goals set forth on Exhibit A hereto, but shall be subject to forfeiture or accelerated vesting as described herein.

FORM OF PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AMENDED AND RESTATED
Performance Restricted Stock Unit Award Agreement • August 5th, 2019 • Boston Private Financial Holdings Inc • State commercial banks

Pursuant to the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Boston Private Financial Holdings, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $1.00 per share (the “Stock”) of the Company

NOVABAY PHARMACEUTICALS, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • November 12th, 2021 • NovaBay Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of November 8, 2021(the “Effective Date”), is between NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the participant named below (“Participant”). This equity award is granted under the NovaBay Pharmaceuticals, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”) and is subject to the terms of the 2017 Plan. A copy of the 2017 Plan will be furnished upon the request of Participant. This Agreement represents the Company’s unfunded and unsecured promise to issue common stock of the Company, $0.01 par value (“Common Stock”), at a future date, subject to the terms of this Agreement and the 2017 Plan. All capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings assigned to them in the 2017 Plan, unless specifically set forth herein.

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AVAYA HOLDINGS CORP. 2019 EQUITY INCENTIVE PLAN
Performance Restricted Stock Unit Award Agreement • November 22nd, 2021 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware

This PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (together with all appendices attached hereto, this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Avaya Holdings Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Avaya Holdings Corp. 2019 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • February 23rd, 2021 • Us Bancorp \De\ • National commercial banks

THIS AGREEMENT is made as of <Grant Date> (the “Grant Date”), by and between U.S. Bancorp (the “Company”) and <Participant Name> (the “Participant”), together with the Completed Exhibit A which is incorporated herein by reference (collectively, the “Agreement”), sets forth the terms and conditions of a performance restricted stock unit award representing the right to receive <Number of Target Awards Granted> shares of common stock of the Company, par value $0.01 per share (the “Common Stock”). The grant of this performance restricted stock unit award is made pursuant to the Company’s 2015 Stock Incentive Plan, which was approved by shareholders on April 21, 2015 (the “Plan”) and is subject to its terms. Capitalized terms that are not defined in the Agreement shall have the meaning ascribed to such terms in the Plan.

YAHOO! INC.
Performance Restricted Stock Unit Award Agreement • February 28th, 2011 • Yahoo Inc • Services-computer integrated systems design • Delaware

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of , 20 (the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware corporation (the “Company”), and Carol Bartz (the “Grantee”).

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • May 8th, 2019 • American Equity Investment Life Holding Co • Life insurance • Iowa

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of ___________ (the “Date of Grant”), is made by and between American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), and [GRANTEE] (the “Grantee”).

FORM OF PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • April 29th, 2020 • Wolverine World Wide Inc /De/ • Footwear, (no rubber) • Delaware

This Performance Restricted Stock Unit Award Agreement (together with Attachment 1 hereto, the “Agreement”) is made as of the award date set forth in the grant (the “Grant Date”), by and between WOLVERINE WORLD WIDE, INC., a Delaware corporation (“Wolverine” or the “Company”), and the employee identified in the grant (“Employee”).

LIVE OAK BANCSHARES, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • February 27th, 2019 • Live Oak Bancshares, Inc. • State commercial banks • North Carolina

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of May 14, 2018 (the “Date of Grant”), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the “Company”), and Susan N. Janson (the “Grantee”). This Agreement sets forth the terms and conditions associated with the Company’s award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company’s 2015 Omnibus Stock Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

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VALLEY NATIONAL BANCORP PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • February 28th, 2022 • Valley National Bancorp • National commercial banks • New Jersey

VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this _________, 20__ (the “Award Date”), hereby grants, to ______________, an employee of the Company (the “Employee”), pursuant to the Company’s 2021 Incentive Compensation Plan (the “Plan”), [target # of RSUs] restricted stock units at target (“Target Award Amount”). Each restricted stock unit (“Unit”) represents the unfunded right to receive one share of the Common Stock, no par value, of the Company (“Share”), subject to the restrictions set forth herein on the terms and conditions hereinafter set forth (the “Award”).

FORM OF PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • May 13th, 2021 • Wolverine World Wide Inc /De/ • Footwear, (no rubber) • Delaware

Award Cap 200% Award Recipient An employee of the Company to whom the Compensation Committee of the Board of Directors or the Board of Directors grants a Performance Restricted Unit Award, for such portion of the Performance Period as the Committee determines. Fiscal Year The fiscal year of the Company for financial reporting purposes as the Company may adopt from time to time. Forfeited Award The performance-based restricted stock units previously granted to Employee for the 2019-2021 performance period. Market Price The Fair Market Value on the Grant Date. Payout Date The date determined by the Committee upon the vesting of Restricted Stock Units for the issuance and delivery of Common Stock and, if applicable, any cash payment, to which such Payout Date relates, which date shall be as soon as practicable, but in no event more than sixty (60) days following the date of vesting (or, if earlier, within 30 days following the date of a Change in Control, to the extent provided in Section

MUELLER WATER PRODUCTS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • February 6th, 2015 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products

This performance restricted stock unit award agreement (this “Agreement”), effective as of the date of the award set forth below (the “Date of Award”), evidences an agreement to grant performance restricted stock units (“Performance RSUs”) by Mueller Water Products, Inc. (the “Company”) to the participant named below (the “Participant”), pursuant to the provisions of the Mueller Water Products, Inc. Amended and Restated 2006 Stock Incentive Plan (the “Plan”) subject to satisfaction of the performance criteria described in Exhibit A. The Participant has been selected to be eligible to earn a grant of Performance RSUs pursuant to the Plan, as specified below.

KIMBERLY-CLARK CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • April 24th, 2017 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware

This Award, granted effective on ______________, by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to ________________ (the “Participant”) is subject to the terms and conditions of the 2011 Equity Participation Plan (the “Plan”) and the Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement.

SPORTSMAN’S WAREHOUSE HOLDINGS, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • April 4th, 2024 • Sportsman's Warehouse Holdings, Inc. • Retail-miscellaneous shopping goods stores • Delaware

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [_______], 20[__] by and between Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Corporation”), and [_______] (the “Participant”).

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AMENDED AND RESTATED
Performance Restricted Stock Unit Award Agreement • November 7th, 2017 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts

Pursuant to the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Boston Private Financial Holdings, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $1.00 per share (the “Stock”) of the Company

FULTON FINANCIAL CORPORATION Performance Restricted Stock Unit Award Agreement Total Shareholder Return (“TSR”) Component (“Award Agreement”)
Performance Restricted Stock Unit Award Agreement • May 9th, 2023 • Fulton Financial Corp • National commercial banks

Pursuant to the terms and conditions of the 2022 Amended and Restated Equity and Cash Incentive Compensation Plan (the “2022 Plan”) of Fulton Financial Corporation (“Fulton”), you are the recipient of a Performance Share Award (the “Award”) in the form of performance-based restricted stock units (“PRSUs”). The Award has the following terms and conditions as of the Date of Grant. Capitalized terms used herein but not defined shall have the meanings set forth in the 2022 Plan.

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • July 17th, 2024 • Triumph Financial, Inc. • State commercial banks • Texas

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of May 1, 2024 (the “Grant Date”), is made by and between Triumph Financial, Inc., a Texas corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Triumph Financial, Inc. 2014 Omnibus Incentive Plan (the “Plan”), pursuant to which this Award is granted.

AMENDMENT TO PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [INSERT DATE OF 2005 OR 2006 PRSU AGREEMENT]
Performance Restricted Stock Unit Award Agreement • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware

The Performance Restricted Stock Unit Award Agreement dated [insert date of 2005 or 2006 PRSU Award Agreement] ("Agreement"), by and between Electronic Data Systems Corporation, a Delaware Corporation ("EDS" or the "Company"), and [Participant] ("Grantee"), is modified pursuant to the terms of this Amendment dated as of the date of Grantee's signature indicated below ("Amendment").

VALLEY NATIONAL BANCORP PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • May 2nd, 2016 • Valley National Bancorp • National commercial banks • New Jersey

VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this ______________, 20__ (the “Award Date”), hereby grants, to ______________, an employee of the Company (the “Employee”), pursuant to the Company’s 2016 Long-Term Stock Incentive Plan (the “Plan”), [ ] restricted stock units at target (“Target Award Amount”). Each restricted stock unit (“Unit”) represents the unfunded right to receive one share of the Common Stock, no par value, of the Company (“Share”), subject to the restrictions set forth herein on the terms and conditions hereinafter set forth (the “Award”).

CF INDUSTRIES HOLDINGS, INC. 2014 EQUITY AND INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • February 22nd, 2019 • CF Industries Holdings, Inc. • Agricultural chemicals

Vesting Date: Subject to forfeiture or accelerated vesting as described herein, the Performance Restricted Stock Units will vest upon the certification by the Committee of the attainment of the performance goals set forth on Exhibit A hereto (the “Vesting Date”). The Committee will certify the extent, if any, to which the performance goals have been attained no later than the last day of the fiscal quarter immediately following the Performance Period.

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN
Performance Restricted Stock Unit Award Agreement • May 2nd, 2024 • CONDUENT Inc • Services-business services, nec • Delaware

separate terms and data processing practices with Morgan Stanley, which is a condition to the Employee's ability to participate in the Plan.

FORM OF PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • May 12th, 2022 • Wolverine World Wide Inc /De/ • Footwear, (no rubber) • Delaware
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