Term Incentive Plan Sample Contracts

HEALTH INSURANCE INNOVATIONS, INC. LONG TERM INCENTIVE PLAN Stock Appreciation Rights Award Agreement
Term Incentive Plan • November 10th, 2015 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida

You have been granted Stock Appreciation Rights (this “Award”) on the following terms and subject to the provisions of Attachment A and the Long Term Incentive Plan (the “Plan”) of Health Insurance Innovations, Inc. (the “Company”). Unless defined in this Award (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.

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GARTNER, INC. LONG-TERM INCENTIVE PLAN STOCK APPRECIATION RIGHT AGREEMENT
Term Incentive Plan • February 15th, 2024 • Gartner Inc • Services-management services • Delaware

Gartner, Inc. (the “Company”) hereby grants you (or the “Grantee”) a stock appreciation right (the “SAR”) under the Company’s Long-Term Incentive Plan, as amended from time to time (the “Plan”), to exercise in exchange for a payment from the Company pursuant to this SAR. The date of this Agreement is February 8, 2024 (the “Grant Date”). In general, the latest date this SAR will expire is February 8, 2031 (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this SAR may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this SAR are as follows:

Contract
Term Incentive Plan • 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

UNITED COMMUNITY FINANCIAL CORP.
Term Incentive Plan • June 11th, 2015 • United Community Financial Corp • Savings institutions, not federally chartered • Ohio

This Performance Share Unit Grant Agreement (this “Agreement”) is made and entered into as of , 2014, (the “Grant Date”) by and between United Community Financial Corp., (the “Company”) and (the “Grantee”).

GARTNER, INC. LONG-TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT
Term Incentive Plan • February 15th, 2024 • Gartner Inc • Services-management services • Delaware

Gartner, Inc. (the “Company”) hereby grants you (or the “Grantee”) the number of performance stock units indicated in the notice of grant (a “PSU” or the “PSUs”) under the Company’s Long-Term Incentive Plan, as amended from time to time (the “Plan”) (this type of Award is referred to as Performance Shares under the Plan). The date of this Agreement is February 8, 2024 (the “Grant Date”). Subject to the provisions of Appendix A, Appendix B (each attached hereto) and of the Plan, the principal features of this PSU grant are as follows:

MEMORIAL RESOURCE DEVELOPMENT CORP. RESTRICTED STOCK GRANT AND AWARD AGREEMENT
Term Incentive Plan • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware

This Agreement is made and entered into as of [ ], 20[ ] (the “Date of Grant”) by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you”);

LYONDELLBASELL INDUSTRIES PERFORMANCE SHARE UNIT AWARD AGREEMENT
Term Incentive Plan • February 16th, 2016 • LyondellBasell Industries N.V. • Industrial organic chemicals

By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries 2010 Long-Term Incentive Plan, as amended (the “Plan”), has granted to the Participant a number of Stock Units (as defined in the Plan) equal to the Target multiplied by the Earned Percentage certified for the Performance Cycle, subject to the vesting provisions specified herein (the “Performance Share Unit Award” or “PSU Award”). The applicable Target and Performance Cycle are set forth in the Grant Letter. The Earned Percentage shall be determined based on the Performance Goals specified in the Grant Letter. These grants are all subject to adjustment as provided in the Plan, and the following terms and conditions (the “Award Agreement”):

Special Option Program under the Option Award Agreement
Term Incentive Plan • February 23rd, 2009 • Alliancebernstein Holding L.P. • Investment advice • New York

Agreement, dated as of January 23, 2009, among AllianceBernstein L.P. (“Partnership”), AllianceBernstein Holding L.P. (“Holding”) and <PARTC_NAME> (“Participant”), an employee of the Partnership or a subsidiary of the Partnership.

ORION MARINE GROUP, INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Term Incentive Plan • March 6th, 2012 • Orion Marine Group Inc • Heavy construction other than bldg const - contractors • Delaware

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Orion Marine Group, Inc., a Delaware corporation (the “Company”) and you;

FIRST AMENDMENT TO CERTAIN PERFORMANCE UNIT GRANT AGREEMENTS UNDER THE TARGA RESOURCES CORP. LONG-TERM INCENTIVE PLAN
Term Incentive Plan • July 24th, 2013 • Targa Resources Partners LP • Natural gas transmission

This First Amendment to certain Performance Unit Grant Agreements (this “Amendment”) is entered into this 15th day of July 2013 (the “Effective Date”) by TARGA RESOURCES CORP., a Delaware corporation (“Targa”), and amends all Performance Unit Grant Agreements evidencing Performance Units previously granted under the TARGA RESOURCES CORP. LONG-TERM INCENTIVE PLAN (f/k/a as the Targa Resources Investments Inc. Long Term Incentive Plan, and herein referred to as the “Plan”) by Targa during each of 2011 and 2012 to individuals (each, a “Grantee”), to the extent any such Performance Units remain outstanding as of July 1, 2013 (each such agreement, an “Agreement,” and collectively, the “Agreements”), as provided herein.

LYONDELLBASELL INDUSTRIES NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Term Incentive Plan • February 12th, 2013 • LyondellBasell Industries N.V. • Industrial organic chemicals

By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries 2010 Long-Term Incentive Plan (the “Plan”), has granted to the Participant a right (the “Option”) to purchase from the Company up to but not exceeding in the aggregate the number of shares of Common Stock (as defined in the Plan) (the “Option Shares”) specified in the Grant Letter at the Grant Price per Option Share specified in the Grant Letter, such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions (the “Award Agreement”):

GARTNER, INC. PERFORMANCE STOCK UNIT AGREEMENT
Term Incentive Plan • February 22nd, 2019 • Gartner Inc • Services-management services • Delaware

Gartner, Inc. (the “Company”) hereby grants you (or the “Grantee”) the number of performance stock units indicated in the notice of grant (a “PSU” or the “PSUs”) under the Company’s 2014 Long-Term Incentive Plan, as amended from time to time (the “Plan”) (this type of Award is referred to as Performance Shares under the Plan). The date of this Agreement is February 6, 2019 (the “Grant Date”). Subject to the provisions of Appendix A, Appendix B (each attached hereto) and of the Plan, the principal features of this PSU grant are as follows:

FIRST AMENDMENT TO CERTAIN PERFORMANCE UNIT GRANT AGREEMENTS UNDER THE TARGA RESOURCES PARTNERS LONG-TERM INCENTIVE PLAN
-Term Incentive Plan • July 24th, 2013 • Targa Resources Partners LP • Natural gas transmission • Delaware

This First Amendment to certain Performance Unit Grant Agreements (this “Amendment”) is entered into this 16th day of July 2013 (the “Effective Date”) by TARGA RESOURCES GP LLC., a Delaware limited liability company (“Targa GP”), and amends all Performance Unit Grant Agreements evidencing Performance Units previously granted under the TARGA RESOURCES PARTNERS LONG-TERM INCENTIVE PLAN (the “Plan”) by Targa GP during each of 2011, 2012, and 2013 to individuals (each, a “Grantee”), to the extent any such Performance Units remain outstanding as of July 1, 2013 (each such agreement, an “Agreement,” and collectively, the “Agreements”), as provided herein.

CVR PARTNERS, LP LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENT – EXECUTIVE
-Term Incentive Plan • February 23rd, 2022 • CVR Energy Inc • Petroleum refining • New York

THIS AGREEMENT (this “Agreement”), made as of the [ ] day of [ ] (the “Grant Date”), between CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and the individual grantee designated on the signature page hereof (the “Grantee”).

Texas Petrochemicals Inc. Performance Share Award Agreement
Term Incentive Plan • May 24th, 2011 • TPC Group Inc. • Industrial organic chemicals • Texas

AWARD AGREEMENT (the “Agreement”), effective as of [ ], 2011 (the “Grant Date”) between TPC Group Inc. (formerly Texas Petrochemicals Inc.) (the “Company”), and (the “Grantee”).

HERMAN MILLER, INC. LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENT
Term Incentive Plan • January 9th, 2019 • Miller Herman Inc • Office furniture

This certifies that Herman Miller, Inc. (the "Company") has on %%OPTION_DATE,'Month DD, YYYY'%-% (the "Award Date"), granted to %%FIRST_NAME%-% %%LAST_NAME%-% (the "Participant") an award (the "Award") of an option to purchase %%TOTAL_SHARES_GRANTED,'999,999,999'%-% shares of the Company's common stock, par value $.20 per share (the "Option Shares") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Option Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Option Agreement by reference, and in the event of any conflict between the terms of the Plan and this Option Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.

LYONDELLBASELL INDUSTRIES
Term Incentive Plan • February 12th, 2013 • LyondellBasell Industries N.V. • Industrial organic chemicals

This Restricted Stock Unit grant is subject to all Plan terms, conditions, provisions and administrative interpretations, if any, adopted by the Committee. Except as defined in this Award Agreement, capitalized terms have the same meanings ascribed to them in the Plan. Notwithstanding any provision of any employment agreement between the Participant and the Company regarding an award of restricted stock units of LyondellBasell Industries AF S.C.A., this Award Agreement is with respect to shares of common stock of LyondellBasell Industries N.V. as required pursuant to the terms of the Company’s long term incentive program as in effect on the Grant Date. To the extent that this Award Agreement is intended to satisfy the Company’s obligations under any employment agreement between the Company and the Participant, the Participant agrees and acknowledges that this Award Agreement fulfills the Company’s obligations under the employment agreement, this Award Agreement shall be interpreted and

SECOND AMENDMENT TO THE DYNEGY INC.
Term Incentive Plan • April 6th, 2007 • Dynegy Inc /Il/ • Electric services

WHEREAS, Dynegy Inc., an Illinois corporation (“Dynegy Illinois”), has heretofore maintained the Dynegy Inc. 2002 Long Term Incentive Plan (the “Plan”), as amended;

HEALTH INSURANCE INNOVATIONS, INC. LONG TERM INCENTIVE PLAN Restricted Stock Award Agreement
Term Incentive Plan • August 13th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida

You have been granted Restricted Stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the Long Term Incentive Plan (the “Plan”) of Health Insurance Innovations, Inc. (the “Company”). Unless defined in this Award Agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.

DYNAVOX INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Term Incentive Plan • June 18th, 2012 • DynaVox Inc. • Services-computer integrated systems design • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between DynaVox Inc. (the “Company”) and the individual named on the signature page hereto (the “Participant”).

HEALTH INSURANCE INNOVATIONS, INC. LONG TERM INCENTIVE PLAN Restricted Stock Award Agreement
Term Incentive Plan • February 13th, 2013 • Health Insurance Innovations, Inc. • Insurance agents, brokers & service • Florida

You have been granted Restricted Stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the Long Term Incentive Plan (the “Plan”) of Health Insurance Innovations, Inc. (the “Company”). Unless defined in this Award agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.

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GLOBAL YUM! STOCK APPRECIATION RIGHTS AGREEMENT
Term Incentive Plan • February 17th, 2015 • Yum Brands Inc • Retail-eating places • North Carolina

AGREEMENT made as of 6th day of February, 2015, by and between YUM! Brands, Inc., a North Carolina corporation having its principal office at 1441 Gardiner Lane, Louisville, Kentucky 40213, U.S.A. (“YUM!”) and David C. Novak (the “Participant”).

YEAR>> STOCK OPTION AWARD AGREEMENT
Term Incentive Plan • December 15th, 2008 • United States Cellular Corp • Radiotelephone communications • Delaware

United States Cellular Corporation, a Delaware corporation (the “Company”), hereby grants to John E. Rooney (the “Optionee”), as of <<GRANT DATE>> (the “Option Date”), pursuant to the provisions of the United States Cellular Corporation 2005 Long-Term Incentive Plan, as amended (the “Plan”), a Non-Qualified Stock Option (the “Option”) to purchase from the Company <<# OF SHARES>> shares of Stock at the price of <<EXERCISE PRICE>> per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

AVIV REIT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Term Incentive Plan • July 15th, 2013 • Aviv Reit, Inc. • Real estate investment trusts • Maryland

Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ — ] (the “Holder”) as of [ — ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ — ] shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

FORM] HOLLY LOGISTIC SERVICES, L.L.C. EMPLOYEE RESTRICTED UNIT AGREEMENT UNDER THE HOLLY ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN
Term Incentive Plan • November 15th, 2004 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Texas

This Restricted Unit Agreement (the “Agreement”) is made and entered into by and between HOLLY LOGISTIC SERVICES, L.L.C. (the “Company”), and ___________________(the “Employee”). This Agreement is entered into as of the _____________day of _______________, __________(the “Date of Grant”).

ENLINK MIDSTREAM, LLC 2014 LONG-TERM INCENTIVE PLAN (As Amended and Restated as of January 20, 2019)
Term Incentive Plan • December 31st, 2018 • EnLink Midstream, LLC • Natural gas transmission • Delaware
TRANSMONTAIGNE SERVICES INC. LONG-TERM INCENTIVE PLAN EMPLOYEE AWARD AGREEMENT
-Term Incentive Plan • April 6th, 2006 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado

This Award Agreement (“Agreement”) is made and entered into between TransMontaigne Services Inc. (the “Company”) and (the “Grantee”), an employee of the Company or its Affiliates, regarding an award (“Award”) of Interests (as defined in Section 3 below) granted to the Grantee on March 31, 2006 (the “Grant Date”) pursuant to the TransMontaigne Services Inc. Long-Term Incentive Plan (the “Plan”), such number of Interests being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

DELEK LOGISTICS GP, LLC 2012 LONG-TERM INCENTIVE PLAN DIRECTOR PHANTOM UNIT AGREEMENT
-Term Incentive Plan • August 6th, 2015 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Delaware

This Phantom Unit Agreement (“Agreement”) between Delek Logistics GP, LLC (the “Company”) and ________________ (the “Participant”), regarding an award (“Award”) of _____ Phantom Units (as defined in the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (the “Plan”)) granted to the Participant on _____ (the “Grant Date”), such number of Phantom Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

CLOUD PEAK ENERGY INC. (As Amended and Restated, Effective March 12, 2016) RESTRICTED STOCK UNIT AGREEMENT Directors
Term Incentive Plan • February 16th, 2017 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT is made as of the day of , 2017 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”), a non-employee member of the Company’s Board.

ENABLE MIDSTREAM PARTNERS, LP LONG TERM INCENTIVE PLAN ANNUAL PHANTOM UNIT AWARD AGREEMENT FOR OFFICERS
Term Incentive Plan • February 19th, 2019 • Enable Midstream Partners, LP • Natural gas transmission • Delaware

Enable Midstream Partners, LP (the “Partnership”) is pleased to inform you, [Participant Name], that, subject to acceptance by you through the online acceptance procedures set forth within the appointed third-party plan administrator’s (the “Plan Administrator”) website, you have been granted Phantom Units under the Enable Midstream Partners, LP Long Term Incentive Plan (the “Plan”) in the number set forth below, subject to the terms and conditions of the this Annual Phantom Unit Award Agreement For Senior Officers (this “Agreement”) and the Plan (this “Award”). Capitalized terms in this Agreement not otherwise defined herein shall have the meanings set forth in the Plan. The material terms of this Award are as follows:

AGREEMENT CONCERNING FORFEITURE OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS UNDER THE GEOMET, INC. 2006 LONG-TERM INCENTIVE PLAN
Term Incentive Plan • May 13th, 2014 • GeoMet, Inc. • Crude petroleum & natural gas

This Agreement is entered into by and between GeoMet, Inc., a Delaware corporation (the “Company”), and William C. Rankin (“Employee”), contingent upon the closing of the transaction contemplated by the Asset Purchase Agreement among the Company, GeoMet Operating Company, Inc., and GeoMet Gathering Company, LLC, as sellers, and ARP Mountaineer Production, LLC, as buyer, and Atlas Resource Partners, L.P. (the “Asset Purchase Agreement”), but to be effective immediately prior to the “Closing Date,” as such term is defined in the Asset Purchase Agreement (the “Closing Date”). The Company and Employee are sometimes referred to collectively in this Agreement as the “Parties.”

FAIRPOINT COMMUNICATIONS, INC. AMENDED AND RESTATED 2010 LONG TERM INCENTIVE PLAN as amended and restated effective May 12, 2014 Restricted Share Award Agreement
Term Incentive Plan • May 12th, 2014 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

This Award is conditioned on your execution of this Award Agreement within five (5) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have (i) carefully considered the terms and conditions of the Plan and this Award, and (ii) consulted with your personal legal and tax advisors about all of these documents.

LYONDELLBASELL INDUSTRIES STOCK APPRECIATION RIGHT AWARD AGREEMENT
Term Incentive Plan • July 26th, 2010 • LyondellBasell Industries N.V. • Industrial organic chemicals

By letter (the “Grant Letter”), effective as of the effective date of the Plan of Reorganization (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries 2010 Long-Term Incentive Plan (the “Plan”), has granted to the Participant Stock Appreciation Rights (the “SARs”) with respect to the number of shares of Common Stock (as defined in the Plan) specified in the Grant Letter at the Grant Price per SAR specified in the Grant Letter. This grant is subject to adjustment as provided in the Plan, and the following terms and conditions (the “Award Agreement”):

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