Grant of Performance Shares Contract Clauses (137)

Grant of Performance Shares. Pursuant to the approval and direction of the Compensation Committee of the Company's Board of Directors (the "Committee"), the Company hereby grants you the target number of Performance Shares specified above (the "Performance Shares"), subject to the terms and conditions of the Plan and this Agreement. This "target" number of shares is computed by dividing the target award dollar amount for your position by the average closing stock price of the Company's common stock, par value US$.01 per sha...re ("Stock") for the last 30 trading days of the fiscal year preceding the Grant Date. View More

Grant of Performance Shares. Pursuant to the provisions of (i) the Plan, (ii) the individual Award Agreement governing the grant, and (iii) these Terms and Conditions, the Employee may be entitled to receive Performance Shares. Each Performance Share that becomes payable shall entitle the Employee to receive from the Company one share of the Company's common stock ("Common Stock") upon the expiration of the Incentive Period, as defined in Section 2, except as provided in Section 13. The actual number of Performance Shares a...n Employee will receive will be calculated in the manner described in these Terms and Conditions, including Exhibit A, and may be different than the Target Number of Performance Shares set forth in the Award Agreement. -2- 2. Incentive Period. Except as otherwise provided in Section 13 below, the Incentive Period in respect of the Performance Shares shall commence on the Performance Period Commencement Date specified in the Award Agreement and end on the Performance Period End Date specified in the Award Agreement.3. No Dividend Equivalents. No dividend equivalents shall be paid to the Employee with regard to the Performance Shares.4. Delivery of Shares. The Company shall deliver to the Employee a certificate or certificates, or at the election of the Company make an appropriate book-entry, for the number of shares of Common Stock equal to the number of Performance Shares that have been earned based on the Company's performance during the Incentive Period as set forth in Exhibit A and satisfaction of the Terms and Conditions set forth herein, which number of shares shall be reduced by the value of all taxes withheld by reason of such delivery; provided that the amount that is withheld, or may be withheld at the Employee's discretion, cannot exceed the amount of the taxes owed by the Employee using the maximum statutory tax rate in the Employee's applicable jurisdiction(s). Except as provided in Sections 13 or 14, such delivery shall take place on the Performance Share Payment Date. An Employee shall have no further rights with regard to the Performance Shares once the underlying shares of Common Stock have been delivered.5. Forfeiture and Cancellation of Right to Receive Performance Shares. (a) Termination of Employment. Except as provided in Sections 6, 13, and 14, an Employee's right to receive Performance Shares shall automatically be cancelled upon the Employee's termination of employment (as well as an event that results in the Employee's employer ceasing to be a subsidiary of the Company) prior to the Performance Period End Date, -3- and in such event the Employee shall not be entitled to receive any shares of Common Stock in respect thereof. (b) Forfeiture of Performance Shares/Recovery of Common Stock. Performance Shares granted under this Award Agreement are subject to the Company's Recoupment Policy, dated as of February 26, 2013, as amended as of December 7, 2018, and which may be further amended from time-to-time with retroactive effect. In addition, the Company may assert any other remedies that may be available to the Company under applicable law, including, without limitation, those available under Section 304 of the Sarbanes-Oxley Act of 2002. View More

Grant of Performance Shares. Pursuant to the Plan, the Company has granted to the Participant on [ ], 20[ ] (the "Date of Grant") an award (the "Award") of performance shares (the "Performance Shares") providing an opportunity to earn [ ] shares of Stock ("Shares") if designated performance goals are achieved at target levels, an opportunity to earn 50% of such target number of Shares if designated performance goals are achieved at threshold levels and an opportunity to earn 200% of the target number of Shares if designated... performance goals are achieved at or above the maximum levels, subject in all cases to vesting, forfeiture and other terms and conditions set forth in this Agreement (including Exhibit A) and the Plan. For the avoidance of doubt, the total number of Performance Shares subject to the Award is subject to adjustment pursuant to Section 10(c) of the Plan. For purposes of this Agreement, if applicable, the "Employer" shall mean the affiliate or subsidiary of the Company that employs the Participant (to the extent the Participant is not directly employed by the Company). View More

Grant of Performance Shares. The Company hereby grants to the Grantee the Performance Shares set forth in Appendix A (the "Target Award"). Each Performance Share shall be deemed to be the equivalent of one common share of The Gorman-Rupp Company (a "Share"). The Grantee shall not have any of the rights of a shareholder with respect to any Shares deliverable to the Grantee in payment of the Performance Shares, including the right to vote or receive dividends, until payment of the Performance Shares is made under this Agreeme...nt. View More

Grant of Performance Shares. Subject to the terms and conditions set forth herein as well as in the Plan and the Grant Notice, the Company hereby grants to the Associate the number of Target Performance Shares provided in the Grant Notice. The Company may make one or more additional grants of Performance Shares to the Associate under these Performance Share T&Cs by providing the Associate with a new Grant Notice, which may also include any terms and conditions differing from these Performance Share T&Cs to the extent provid...ed therein. The Company reserves all rights with respect to the granting of additional Performance Shares and makes no implied promise to grant additional Performance Shares. View More

Grant of Performance Shares. This performance shares award is granted pursuant to The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan, as it may be amended from time to time (the "Plan"), by The Travelers Companies, Inc. (the "Company") to you (the "Participant") as an employee of the Company or an affiliate of the Company (together, the "Travelers Group"). The Company hereby grants to the Participant as of the Grant Date an award ("Award") for the initial number of performance shares set forth abov...e pursuant to the Plan, as it may be amended from time to time, and subject to the terms, conditions, and restrictions set forth herein, including, without limitation, the conditions set forth in Section 7. View More