Compensation Recovery Policy. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board of Directors of the Company or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any im
...plementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. By signing the cover page of this Agreement, you agree to all the terms and conditions described above and in the Plan document. 5 EX-10.5 5 a2022_10kxex105rsuagreement.htm EX-10.5 DocumentExhibit 10.5SPS COMMERCE, INC.2010 EQUITY INCENTIVE PLANRestricted Stock Unit Award Agreement SPS Commerce, Inc. (the "Company"), pursuant to its 2010 Equity Incentive Plan (the "Plan"), hereby grants an award of restricted stock units ("Units") to you, the Participant named below. The terms and conditions of this restricted stock unit Award are set forth in this Restricted Stock Unit Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.Name of Participant: **[_______________________]Number of Units: **[_______]Grant Date: __________, 20__Vesting Schedule:Vesting DatesNumber of Units that Vest By signing below, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have reviewed these documents and that they set forth the entire agreement between you and the Company regarding the grant to you of the number of Units specified in the table above.PARTICIPANT: SPS COMMERCE, INC. By:______________________________________ Title:_____________________________________SPS Commerce, Inc.2010 Equity Incentive PlanRestricted Stock Unit Award AgreementTerms and Conditions1. Grant of Restricted Stock Units. The Company hereby grants to you, subject to the terms and conditions in this Agreement and the Plan, an Award of the number of Units specified on the cover page of this Agreement, each representing the right to receive one Share of the Company's common stock. The Units granted to you will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company.
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Compensation Recovery Policy. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning
and subject to of (i) the
requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture Company's Executive Officer Incentive Compensation Recovery Policy, (ii) any similar or
recovery by the Company in accordance with any compensation recovery superseding policy adopted by the Board
of Directors of the Compan...y or any committee thereof in response to the requirements of or (iii) Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may listed, such compensation shall be unilaterally amended subject to potential forfeiture or recovery by the Company to comply in accordance with any such compensation recovery policy. policies, laws, rules or regulations. 5Exhibit 10.44 By signing the cover page of executing this Agreement, you agree the Participant accepts this Award and agrees to all the terms and conditions described above and in the Plan document. 5 EX-10.5 5 a2022_10kxex105rsuagreement.htm EX-10.5 DocumentExhibit 10.5SPS COMMERCE, INC.2010 EQUITY INCENTIVE PLANRestricted Stock Unit Award Agreement SPS Commerce, Inc. (the "Company"), pursuant to its 2010 Equity Incentive Plan (the "Plan"), hereby grants an award of restricted stock units ("Units") to you, the Participant named below. The terms and conditions of this restricted stock unit Award are set forth in this Restricted Stock Unit Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.Name of Participant: **[_______________________]Number of Units: **[_______]Grant Date: __________, 20__Vesting Schedule:Vesting DatesNumber of Units that Vest By signing below, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you PARTICIPANT FAIR ISAAC CORPORATION By:______________________________________Title:_____________________________________ 6 EX-10.44 4 ex-104410xk2018psuagmt.htm EXHIBIT 10.44 10K 2018 PSU AGMT Exhibit Exhibit 10.44Executive Performance Share Unit Award AgreementFair Isaac Corporation2012 Long-Term Incentive PlanPerformance Share Unit AgreementThis Performance Share Unit Award Agreement (this "Agreement"), dated December 8, 2018 (the "Grant Date"), is by and between *[Name] (the "Participant"), and Fair Isaac Corporation, a Delaware corporation (the "Company"). Any term capitalized but not defined in this Agreement will have reviewed these documents and that they the meaning set forth the entire agreement between you and the Company regarding the grant to you of the number of Units specified in the table above.PARTICIPANT: SPS COMMERCE, INC. By:______________________________________ Title:_____________________________________SPS Commerce, Inc.2010 Equity Company's 2012 Long-Term Incentive PlanRestricted Stock Unit Plan (the "Plan").In the exercise of its discretion to grant Awards under the Plan, the Committee has determined that the Participant should receive an Award AgreementTerms of performance share units under the Plan. This Award is subject to the following terms and Conditions1. Grant conditions:1.Grant of Restricted Stock Performance Share Units. The Company hereby grants to you, the Participant an Award consisting of *[Insert maximum number of units the participant could earn] performance share units (the "Units"). Each Unit that has been earned pursuant to Section 3 of this Agreement and vests pursuant to Section 4 of this Agreement represents the right to receive one share of the Company's common stock as provided in Section 7 of this Agreement. The Award will be subject to the terms and conditions of the Plan and this Agreement.2.Restrictions on Units. Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged or encumbered other than a transfer upon death in accordance with the Participant's will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted by the Participant in accordance with Section 6(d) of the Plan. Any attempted transfer in violation of this Section 2 shall be of no effect and may result in the forfeiture of all Units. The Units and the Participant's right to receive Shares in settlement of the Units under this Agreement shall be subject to forfeiture as provided in this Agreement until satisfaction of the conditions for earning and vesting the Plan, an Award Units as set forth in Section 3 and Section 4, respectively, of this Agreement.3.Earned Units. Whether and to what degree the Units will have been earned (the "Earned Units") during the period starting on October 1, 2018 and ending on September 30, 2019 (the "Performance Period") will be determined by whether and to what degree the Company has satisfied the applicable performance goal(s) for the Performance Period as set forth in Appendix A to this Agreement, and whether and to what degree the Committee has chosen to exercise its discretion to decrease the number of Units specified otherwise deemed to have been earned. The Participant acknowledges that in order to facilitate qualifying this Award as "performance-based compensation" for purposes of Section 162(m) of the Code, the Committee expects to exercise such discretion and to be guided in the exercise of such discretion based on the cover page of this Agreement, each representing degree to which the right to receive one Share Company has satisfied during the Performance Period the additional performance Exhibit 10.44parameters specified in Appendix A. Any Units that are not designated as Earned Units at the conclusion of the Company's common stock. The Units granted to you Performance Period in accordance with this Section 3 will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company. forfeited.
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Compensation Recovery Policy. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board
of Directors of the Company or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any im
...plementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. By signing or otherwise authenticating the cover page of this Agreement, you agree to all the terms and conditions described above and in the Plan document. 5 EX-10.5 5 a2022_10kxex105rsuagreement.htm EX-10.5 DocumentExhibit 10.5SPS COMMERCE, INC.2010 EQUITY EX-10.2 3 ex_417398.htm EXHIBIT 10.2 ex_417398.htm Exhibit 10.2 PROTO LABS, INC. 2022 LONG-TERM INCENTIVE PLANRestricted PLAN Employee Incentive Stock Unit Award Option Agreement SPS Commerce, Proto Labs, Inc. (the "Company"), pursuant to its 2010 Equity 2022 Long-Term Incentive Plan (the "Plan"), hereby grants an award of restricted stock units ("Units") to you, the Participant Optionee named below. below, an Option to purchase the number of shares of the Company's common stock shown in the table below at the specified exercise price per share. The terms and conditions of this restricted stock unit Option Award are set forth in this Restricted Stock Unit Award Agreement (the "Agreement"), Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.Name future. Name of Participant: **[_______________________]Number Optionee: **[_______________________] No. of Units: **[_______]Grant Shares Covered: **[_______] Grant Date: __________, 20__Vesting Schedule:Vesting DatesNumber 20__ Exercise Price Per Share: $**[______] Expiration Date: __________, 20__ Vesting and Exercise Schedule: Dates Number of Units that Vest Shares as to Which Option Becomes Vested and Exercisable By signing below, or otherwise authenticating this cover page, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have reviewed these documents and that they set forth the entire agreement between you and the Company regarding the grant to you of the number of Units specified in the table above.PARTICIPANT: SPS COMMERCE, INC. By:______________________________________ Title:_____________________________________SPS Commerce, Inc.2010 Equity Incentive PlanRestricted Stock Unit Award AgreementTerms and Conditions1. Grant of Restricted Stock Units. The Company hereby grants to you, subject to the terms and conditions in this Agreement and the Plan, an Award of the number of Units specified on the cover page of this Agreement, each representing the your right to receive one Share purchase shares of the Company's common stock. The Units granted stock pursuant to you this Option. OPTIONEE: PROTO LABS, INC. By: Title: Proto Labs, Inc. 2022 Long-Term Incentive Plan Employee Incentive Stock Option Agreement Option Terms and Conditions 1. Incentive Stock Option. This Option is intended to be an "incentive stock option" within the meaning of Section 422 of the Code and will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company. interpreted accordingly.
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Compensation Recovery Policy. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board
of Directors of the Company or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any im
...plementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. By signing or otherwise authenticating the cover page of this Agreement, you agree to all the terms and conditions described above and in the Plan document. 5 EX-10.5 EX-10.4 5 a2022_10kxex105rsuagreement.htm EX-10.5 DocumentExhibit 10.5SPS COMMERCE, INC.2010 EQUITY ex_417400.htm EXHIBIT 10.4 ex_417400.htm Exhibit 10.4 PROTO LABS, INC. 2022 LONG-TERM INCENTIVE PLANRestricted PLAN Employee Non-Statutory Stock Unit Award Option Agreement SPS Commerce, Proto Labs, Inc. (the "Company"), pursuant to its 2010 Equity 2022 Long-Term Incentive Plan (the "Plan"), hereby grants an award of restricted stock units ("Units") to you, the Participant Optionee named below. below, an Option to purchase the number of shares of the Company's common stock shown in the table below at the specified exercise price per share. The terms and conditions of this restricted stock unit Option Award are set forth in this Restricted Stock Unit Award Agreement (the "Agreement"), Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.Name future. Name of Participant: **[_______________________]Number Optionee: **[_______________________] No. of Units: **[_______]Grant Shares Covered: **[_______] Grant Date: __________, 20__Vesting Schedule:Vesting DatesNumber 20__ Exercise Price Per Share: $**[______] Expiration Date: __________, 20__ Vesting and Exercise Schedule: Dates Number of Units that Vest Shares as to Which Option Becomes Vested and Exercisable By signing below, or otherwise authenticating this cover page, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have reviewed these documents and that they set forth the entire agreement between you and the Company regarding the grant to you of the number of Units specified in the table above.PARTICIPANT: SPS COMMERCE, INC. By:______________________________________ Title:_____________________________________SPS Commerce, Inc.2010 Equity Incentive PlanRestricted Stock Unit Award AgreementTerms and Conditions1. Grant of Restricted Stock Units. The Company hereby grants to you, subject to the terms and conditions in this Agreement and the Plan, an Award of the number of Units specified on the cover page of this Agreement, each representing the your right to receive one Share purchase shares of the Company's common stock. The Units granted stock pursuant to you this Option. OPTIONEE: PROTO LABS, INC. By: Title: Proto Labs, Inc. 2022 Long-Term Incentive Plan Employee Non-Statutory Stock Option Agreement Option Terms and Conditions 1. Non-Qualified Stock Option. This Option is not intended to be an "incentive stock option" within the meaning of Section 422 of the Code and will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company. interpreted accordingly.
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Compensation Recovery Policy. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board
of Directors of the Company or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any im
...plementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. By signing or otherwise authenticating the cover page of this Agreement, you agree to all the terms and conditions described above and in the Plan document. 5 7 EX-10.5 5 a2022_10kxex105rsuagreement.htm EX-10.5 DocumentExhibit 10.5SPS COMMERCE, INC.2010 EQUITY 6 ex_417401.htm EXHIBIT 10.5 ex_417401.htm Exhibit 10.5 PROTO LABS, INC. 2022 LONG-TERM INCENTIVE PLANRestricted PLAN U.K. Employee Non-Statutory Stock Unit Award Option Agreement SPS Commerce, Proto Labs, Inc. (the "Company"), pursuant to its 2010 Equity 2022 Long-Term Incentive Plan (the "Plan"), hereby grants an award of restricted stock units ("Units") to you, the Participant Optionee named below. below, an Option to purchase the number of shares of the Company's common stock shown in the table below at the specified exercise price per share. The terms and conditions of this restricted stock unit Option Award are set forth in this Restricted Stock Unit Award Agreement (the "Agreement"), Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.Name future. Name of Participant: **[_______________________]Number Optionee: **[_______________________] No. of Units: **[_______]Grant Shares Covered: **[_______] Grant Date: __________, 20__Vesting Schedule:Vesting DatesNumber 20__ Exercise Price Per Share: $**[______] Expiration Date: __________, 20__ Vesting and Exercise Schedule: Dates Number of Units that Vest Shares as to Which Option Becomes Vested and Exercisable By signing below, or otherwise authenticating this cover page, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have reviewed these documents and that they set forth the entire agreement between you and the Company regarding the grant to you of the number of Units specified in the table above.PARTICIPANT: SPS COMMERCE, INC. By:______________________________________ Title:_____________________________________SPS Commerce, Inc.2010 Equity Incentive PlanRestricted Stock Unit Award AgreementTerms and Conditions1. Grant of Restricted Stock Units. The Company hereby grants to you, subject to the terms and conditions in this Agreement and the Plan, an Award of the number of Units specified on the cover page of this Agreement, each representing the your right to receive one Share purchase shares of the Company's common stock. The Units granted stock pursuant to you this Option. OPTIONEE: PROTO LABS, INC. By: Title: Proto Labs, Inc. 2022 Long-Term Incentive Plan Employee Non-Statutory Stock Option Agreement Option Terms and Conditions 1. Non-Qualified Stock Option. This Option is not intended to be an "incentive stock option" within the meaning of Section 422 of the Code and will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company. interpreted accordingly.
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