Performance Share Agreement Sample Contracts

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FORM OF NON-OFFICER PERFORMANCE SHARE AGREEMENT] POLYCOM, INC. PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • July 31st, 2015 • Polycom Inc • Telephone & telegraph apparatus • California

Polycom, Inc. (the “Company”) hereby grants you, [NAME] (the “Employee”), an Award of Performance Shares under the Company’s 2011 Equity Incentive Plan (the “Plan”). The date of this Performance Share Agreement (the “Agreement”) is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached), Appendix B (attached) and of the Plan, the principal features of this Award are as follows:

THE GAP, INC. PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • March 19th, 2024 • Gap Inc • Retail-family clothing stores • California

The Gap, Inc. (the "Company") hereby grants to __________ (the "Employee"), an award (the “Award”) of Performance Shares, which represent the right to receive shares of the Company’s common stock, $0.05 par value (the “Shares”) subject to the fulfillment of performance and vesting conditions and all of the terms and conditions other conditions set forth in the attached Appendix A and Appendix B. This Award is granted pursuant to The Gap, Inc. 2016 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Performance Share Agreement, including the terms and conditions contained in the attached Appendix A and Appendix B (collectively, the “Agreement”), and the resolutions of the Compensation and Management Development Committee of the Board of Directors of the Company (the “Committee”), dated __________ (the “Committee Resolutions”). The date of this Agreement is __________ (“Date of Grant”). Subject to the provisions of Appendix A, Appendi

PERFORMANCE SHARE AGREEMENT pursuant to the CHESAPEAKE UTILITIES CORPORATION
Performance Share Agreement • March 6th, 2014 • Chesapeake Utilities Corp • Natural gas transmisison & distribution • Delaware

On January 7, 2014, (the “Grant Date”), Chesapeake Utilities Corporation, a Delaware corporation (the “Company”), has granted to _______ (the “Grantee”), who resides at _________________, a Performance Share Award on the terms and subject to the conditions of this Performance Share Agreement.

SANDERSON FARMS, INC. PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • December 14th, 2017 • Sanderson Farms Inc • Poultry slaughtering and processing • Mississippi

This PERFORMANCE SHARE AGREEMENT (this "Agreement"), made and entered into as of the 1st day of November, 2017 (the "Grant Date"), by and between ____________ (the "Participant") and Sanderson Farms, Inc. (together with its subsidiaries and affiliates, the "Company"), sets forth the terms and conditions of a Performance Share Award issued pursuant to the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, as amended and restated on February 11, 2016 (the "Plan"), and this Agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

PERFORMANCE SHARE AGREEMENT pursuant to the CHESAPEAKE UTILITIES CORPORATION PERFORMANCE INCENTIVE PLAN
Performance Share Agreement • March 14th, 2007 • Chesapeake Utilities Corp • Natural gas transmisison & distribution • Delaware

AGREEMENT dated as of December ___, 2006, and entered into, in duplicate, by and between Chesapeake Utilities Corporation, a Delaware corporation (the "Company"), and Michael P. McMasters (the "Grantee") who resides at [address of executive].

REPUBLIC SERVICES, INC. PERFORMANCE SHARE AGREEMENT (Executive Officer)
Performance Share Agreement • February 29th, 2024 • Republic Services, Inc. • Refuse systems • Arizona

THIS PERFORMANCE SHARE AGREEMENT (the “Agreement”), dated as of ______________ ____, 20____, between Republic Services, Inc., a Delaware corporation (the “Company”) and Participant (the “Participant”), is made pursuant and subject to the provisions of the Republic Services, Inc. 2021 Stock Incentive Plan, and any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is incorporated in this Agreement by reference.

LINCOLN ELECTRIC HOLDINGS, INC. 2023 EQUITY AND INCENTIVE COMPENSATION PLAN
Performance Share Agreement • July 27th, 2023 • Lincoln Electric Holdings Inc • Metalworkg machinery & equipment • Ohio

WHEREAS, Lincoln Electric Holdings, Inc. maintains the Company’s 2023 Equity and Incentive Compensation Plan, as may be amended from time to time (the “Plan”), pursuant to which the Company may award Performance Shares (the “Performance Shares”) to officers and certain key employees of the Company and its Subsidiaries;

PERFORMANCE SHARE AGREEMENT Growth Share Units The Coca-Cola Company 2014 Equity Plan
Performance Share Agreement • April 24th, 2020 • Coca Cola Co • Beverages • Delaware

The Coca-Cola Company (the “Company”) hereby agrees to award to the recipient named below (the “Recipient”) performance share units over the number of shares of Common Stock, $.25 par value, of the Company (the “Shares”) set forth below as the “Target Award” (the “Award”) in accordance with and subject to the terms, conditions and restrictions of this Performance Share Agreement, including any country-specific provisions for the Recipient’s country in Appendix A attached hereto (“Appendix A”, together with Appendix B and the Performance Share Agreement, the “Agreement”). The Award shall settle as Shares, but until such settlement, the Award will be denominated in performance share units. The Shares awarded will be released to the Recipient on the date set forth below (“Release Date”) if the conditions described in this Agreement are satisfied. Such Award will be made under the terms of The Coca‑Cola Company 2014 Equity Plan (the “Plan”), as amended.

LULULEMON ATHLETICA INC. NOTICE OF GRANT OF PERFORMANCE SHARES
Performance Share Agreement • June 12th, 2014 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

The Participant has been granted an award of Performance Shares (the “Award”) pursuant to the lululemon athletica inc. 2007 Equity Incentive Plan (the “Plan”) and the Performance Share Agreement attached hereto (the “Agreement”), as follows:

REYNOLDS AMERICAN INC. LONG-TERM INCENTIVE PROGRAM PERFORMANCE SHARE AGREEMENT DATE OF GRANT: March 3, 2014
Performance Share Agreement • April 23rd, 2014 • Reynolds American Inc • Cigarettes • North Carolina
UIL HOLDINGS CORPORATION PERFORMANCE SHARE AGREEMENT FOR ANNUAL PERFORMANCE SHARES (INITIAL GRANT)
Performance Share Agreement • February 22nd, 2005 • Uil Holdings Corp • Electric services • Connecticut
PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • March 4th, 2016 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

THIS AGREEMENT is entered into as of December 7, 2015, between Joy Global Inc., a Delaware Corporation, (the “Company”) and (the “Employee”).

FORM OF PERFORMANCE SHARE AGREEMENT CONAGRA BRANDS, INC. 2023 STOCK PLAN
Performance Share Agreement • October 2nd, 2024 • Conagra Brands Inc. • Food and kindred products

This Performance Shares Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersigned employee of the Company (the “Participant”).

FLOWERS FOODS, INC.
Performance Share Agreement • February 22nd, 2023 • Flowers Foods Inc • Food and kindred products • Georgia

WHEREAS, [[FIRSTNAME]] [[LASTNAME]] (the “Grantee”) is a Participant in the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan (the “Plan”) and is an employee of Flowers Foods, Inc. (the “Company”) or a Subsidiary; and

Contract
Performance Share Agreement • April 28th, 2022 • Gatx Corp • Transportation services
PLANAR SYSTEMS, INC. PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 4th, 2009 • Planar Systems Inc • Electronic components, nec • Oregon

Planar Systems, Inc. (the “Company”) hereby grants you, (the “Employee”), an award of Performance Shares under the Company’s 1996 Stock Incentive Plan, as amended (the “Plan”). The date of this Performance Share Agreement (the “Agreement”) is October 10, 2008 (the “Grant Date”). Subject to the provisions of Appendix A (attached), Appendix B (attached) and of the Plan, the principal features of this award are as follows:

PERFORMANCE SHARE AGREEMENT The Coca-Cola Company 1989 Restricted Stock Award Plan
Performance Share Agreement • February 17th, 2011 • Coca Cola Co • Beverages • Delaware

The Coca-Cola Company (the “Company”) hereby agrees to award to the recipient named below (the “Recipient”) the number of shares of Common Stock, $.25 par value, of the Company (the “Shares”), in accordance with and subject to the terms, conditions and restrictions of this Agreement. The Shares awarded will be released to the Recipient on the date set forth below (“Release Date”) if the conditions described in this Agreement are satisfied. Such award will be made under the terms of The Coca-Cola Company 1989 Restricted Stock Award Plan (the “Plan”), as amended.

EX-10.5 6 dex105.htm FORM OF PERFORMANCE SHARE AGREEMENT Award No. THE GAP, INC. PERFORMANCE SHARE AGREEMENT1
Performance Share Agreement • May 5th, 2020

The Gap, Inc. (the “Company”) hereby grants to (the “Employee”), an award (the “Award”) of Performance Shares, which represent the right to receive shares of the Company’s common stock, $0.05 par value (the “Shares”) subject to the fulfillment of performance and vesting conditions and the other conditions set forth in the attached Appendix A. This Award is granted pursuant to The Gap, Inc. 2006 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Performance Share Agreement (the “Agreement”), including the terms and conditions contained in the attached Appendix A. The date of this Agreement is (the “Date of Grant”). Subject to the provisions of Appendix A and of the Plan, the principal features of this Award are as follows:

PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • May 2nd, 2018 • Kansas City Power & Light Co • Electric services

THIS PERFORMANCE SHARE AGREEMENT (the “Award Agreement”) is entered into as of March 1, 2018 (the “Grant Date”), by and between Great Plains Energy Incorporated (the “Company”) and ____________ (the “Grantee”). All capitalized terms in this Award Agreement that are not defined herein shall have the meanings ascribed to such terms in the Company’s Amended Long-Term Incentive Plan, effective as of May 3, 2016 (the “Plan”).

CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 18th, 2014 • Clearwater Paper Corp • Paperboard mills • Delaware

THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement by and between CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Corporation”), and the Employee named in the Addendum (the “Employee”).

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PDC ENERGY, INC.
Performance Share Agreement • February 28th, 2017 • PDC Energy, Inc. • Crude petroleum & natural gas • Colorado

This Performance Share Agreement (hereinafter referred to as the "Agreement") dated January __, 2016 is by and between PDC Energy. Inc., a Nevada Corporation (hereinafter referred to as the "Company") and _________________ (hereinafter referred to as "Executive").

FORM OF ALLIANT ENERGY CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • February 27th, 2012 • Alliant Energy Corp • Electric & other services combined • Wisconsin

THIS PERFORMANCE SHARE AGREEMENT is made and entered into as of this day of , 20 (the “Grant Date”) by and between Alliant Energy Corporation, a Wisconsin corporation (the “Company”), and [Employee], a key employee of the Company (“Employee”).

AMENDED AND RESTATED PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • April 27th, 2023 • Valero Energy Corp/Tx • Petroleum refining

This Amended and Restated Performance Share Agreement (the “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and _______, a participant (the “Participant”) in Valero’s 2020 Omnibus Stock Incentive Plan (as may be amended, the “Plan”), is entered into effective February 23, 2023 pursuant to and subject to the provisions of the Plan, and amends and restates that certain Performance Share Agreement dated February 23, 2021, between Valero and the Participant to amend and restate the terms and conditions of the award of Performance Shares granted to Participant as of February 23, 2021. The terms “Committee” and “Compensation Committee” in this Agreement refer to the Board’s Human Resources and Compensation Committee.

2009/2011 PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • July 15th, 2009 • Amr Corp • Air transportation, scheduled • Texas

This 2009/2011 Performance Share Agreement (“Agreement”) is effective as of July 20, 2009, by and between AMR Corporation, a Delaware corporation (the “Corporation”), and [FIRST NAME LAST NAME], employee number [EMPLOYEE NUMBER] (the “Employee” or the “Recipient”), an officer or key employee of one of the Corporation’s Subsidiaries.

Performance Share Agreement
Performance Share Agreement • September 21st, 2009 • Diebold Inc • Calculating & accounting machines (no electronic computers) • Ohio

WHEREAS, (hereinafter called the “Grantee”) is a key associate of Diebold, Incorporated (hereinafter called the “Corporation”) or a Subsidiary; and

PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • May 31st, 2013 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

THIS AGREEMENT is entered into as of March 16, 2013, between Joy Global Inc., a Delaware Corporation, (the “Company”) and (the “Participant”).

Contract
Performance Share Agreement • August 2nd, 2022 • Zebra Technologies Corp • General industrial machinery & equipment • Delaware
Contract
Performance Share Agreement • February 24th, 2009 • Pacific Gas & Electric Co • Electric & other services combined • California
LULULEMON ATHLETICA INC. NOTICE OF GRANT OF PERFORMANCE SHARES
Performance Share Agreement • June 8th, 2016 • Lululemon Athletica Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

The Participant has been granted an award of Performance Shares (the "Award") pursuant to the lululemon athletica inc. 2014 Equity Incentive Plan (the "Plan") and the Performance Share Agreement attached hereto (the "Agreement"), as follows:

PERFORMANCE SHARE AGREEMENT The Coca-Cola Company 1989 Restricted Stock Award Plan
Performance Share Agreement • February 20th, 2013 • Coca Cola Co • Beverages • Delaware

The Coca-Cola Company (the “Company”) hereby agrees to award to the recipient named below (the “Recipient”) the number of shares of Common Stock, $.25 par value, of the Company (the “Shares”), in accordance with and subject to the terms, conditions and restrictions of this Agreement. The Award shall settle as Shares, but until such settlement, Recipient’s Award will be denominated in share units. The Shares will be released to the Recipient on the date set forth below (“Release Date”) if the conditions described in this Agreement are satisfied. Such award will be made under the terms of The Coca-Cola Company 1989 Restricted Stock Award Plan (the “Plan”), as amended.

ROSS STORES, INC. NOTICE OF GRANT OF PERFORMANCE SHARES
Performance Share Agreement • June 11th, 2014 • Ross Stores Inc • Retail-family clothing stores • California

The Participant has been granted an award of Performance Shares (the “Award”) pursuant to the Ross Stores, Inc. 2008 Equity Incentive Plan (the “Plan”) and the Performance Share Agreement attached hereto (the “Agreement”), as follows:

ECHELON CORPORATION Performance Share Agreement TERMS AND CONDITIONS OF PERFORMANCE SHARES
Performance Share Agreement • March 16th, 2007 • Echelon Corp • Computer communications equipment • California

By executing the Grant Acceptance process and using the services on this Smith Barney Benefit Access® website, you the Employee and Echelon Corporation (the “Company”) agree that this Award is granted under and governed by the terms and conditions of the Company’s 1997 Stock Plan (“ Plan”) and the Terms and Conditions of Performance Shares (the “Agreement”), which may be amended or modified from time to time. Employee has reviewed the Plan and this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Award and fully understands provisions of the Plan and this Agreement. Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement. Employee further agrees to promptly notify the Company upon any change in the Employee’s residence address.

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