Notice of Grant of Performance-Based and Time-Based Restricted Stock Units under Equity Incentive Plan (January 13, 2014)

Summary

This document notifies the recipient of an award of restricted stock units (RSUs) under a company equity incentive plan, granted on January 13, 2014. The awards include both performance-based and time-based RSUs, which vest on the third anniversary of the grant date. Upon vesting, recipients may choose to receive either company shares or cash for performance-based units, and shares for time-based units. The number of units is determined by a formula based on a target dollar amount and the company’s share price. The agreement outlines the terms, vesting schedule, and settlement options.

EX-10.2 3 shlm-20140228xexx102.htm EX-10.2 SHLM-2014.02.28-EX-10.2

Exhibit 10.2

Notice of Grant of

Performance-Based Units (TSR)

[Name]

[Address]

Subject to the terms and conditions of ______________________________ (the “Plan”) and the Award Agreement, you have been granted an award of performance-based Restricted Stock Units (“Award”), as follows:



Grant Date:	January 13, 2014
Number of Shares:	Your Award consists of ______ Performance-Based Units (TSR) (each a “Unit”).¹
Vesting Schedule:	Your Performance-Based Units (TSR) will vest on the third anniversary of the Grant Date.
Settlement:	You will have the option to settle your Award by receiving (a) the Shares underlying your vested Performance-Based Units (TSR), or (b) cash.

This Notice of Grant describes your Award and the terms and conditions of your Award. To ensure you fully understand these terms and conditions, you should:


•	Read the Plan carefully to ensure you understand how the Plan works; and


•	Read this Notice of Grant and corresponding Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it.

You may contact ____________ by telephone (____________) or email (____________________) if you have any questions about your Award or the Award Agreement.

___________________________________

¹ Determined by (i) dividing (A) $_______, the target dollar amount used to determine the number of Units, by (B) $_______, the average reported closing price of a Share during the 30-day period ending on the last trading day prior to the Grant Date (“Target Shares”), and (ii) multiplying the result in (i) by 250%. The resulting number of Units were rounded to the nearest whole Unit.

Notice of Grant of

Performance-Based Units (ROIC)

[Name]
[Address]
[Address]



Grant Date:	January 13, 2014
Number of Shares:	Your Award consists of ______ Performance-Based Units (ROIC) (each a “Unit”).¹
Vesting Schedule:	Your Performance-Based Units (ROIC) will vest on the third anniversary of the Grant Date.
Settlement:	You will have the option to settle your Award by receiving (a) the Shares underlying your vested Performance-Based Units (ROIC), or (b) cash.

This Notice of Grant describes your Award and the terms and conditions of your Award. To ensure you fully understand these terms and conditions, you should:


•	Read the Plan carefully to ensure you understand how the Plan works; and


•	Read this Notice of Grant and corresponding Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it.

You may contact ____________ by telephone (____________) or email (____________________) if you have any questions about your Award or the Award Agreement.

______________________________________

¹Determined by (i) dividing (A) $_______, the target dollar amount used to determine the number of Units, by (B) $_______, the average reported closing price of a Share during the 30-day period ending on the last trading day prior to the Grant Date (“Target Shares”), and (ii) multiplying the result in (i) by 250%. The resulting number of Units were rounded to the nearest whole Unit.

Notice of Grant of

Time-Based Restricted Stock Units

[Name]
[Address]
[Address]

Subject to the terms and conditions of ________________________________ (the “Plan”) and the Award Agreement, you have been granted a Restricted Stock Unit award (“Award”), as follows:



Grant Date:	January 13, 2014
Number of Shares:	Your Award consists of ______ Restricted Stock Units (each a “Unit”).¹
Vesting Schedule:	Your Restricted Stock Units will vest on the third anniversary of the Grant Date.
Settlement:	If the restrictions on your Restricted Stock Units lapse, your Restricted Stock Units will be settled in Shares.

This Notice of Grant describes your Award and the terms and conditions of your Award. To ensure you fully understand these terms and conditions, you should:


•	Read the Plan carefully to ensure you understand how the Plan works; and


•	Read this Notice of Grant and corresponding Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it.

You may contact ____________ by telephone (____________) or email (____________________) if you have any questions about your Award or the Award Agreement.

______________________________________

¹ Determined by (i) dividing (A) $_______, the target dollar amount used to determine the number of Units, by (B) $_______, the average reported closing price of a Share during the 30-day period ending on the last trading day prior to the Grant Date. The resulting number of Units were rounded to the nearest whole Unit.